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                                                                   Exhibit 10.4



                               NUTRITION MEDICAL, INC.
                            EXECUTIVE EMPLOYMENT AGREEMENT


THIS AGREEMENT ("Agreement") by and between NUTRITION MEDICAL, INC. (the
"Company"), a Minnesota corporation with its principal offices at 308 12th
Avenue South, Buffalo, MN  55313, and William L. Rush ("Executive"), a Minnesota
resident, whose residence address is 11730 50th Place North, Plymouth, MN
55442, is effective October 1, 1996, and amends and restates in its entirety the
Executive Employment Agreement dated September 18, 1996 by and between the
Company and Executive.

                                       RECITALS

    A.   Executive possesses certain skills, talents, contacts, judgment and
knowledge of the medical nutrition industry.

    B.   The Company desires to offer employment to Executive, and Executive
desires to accept such employment, subject to the terms and conditions herein.

    NOW, THEREFORE, in consideration of the foregoing premises and the parties'
mutual covenants and undertakings contained in this Agreement, the Company and
Executive hereby agree as follows:

ARTICLE 1.0   DEFINITIONS

    Capitalized terms used in this Agreement shall have their defined meaning
throughout the Agreement.  The following terms shall have the meanings set forth
below, unless the context clearly requires otherwise.

    1.1  BOARD.  "Board" shall mean the Board of Directors of the Company.

    1.2  CONFIDENTIAL INFORMATION.  "Confidential Information" shall mean
information that is proprietary to the Company or its members or others and that
is entrusted to the Company, whether or not trade secrets.  Confidential
Information includes, but is not limited to, information relating to designs,
software (in source and object code), technology strategies, business plans and
to the business as conducted or anticipated to be conducted by the Company or
its members, and to past or current or anticipated products or services of the
Company or its members.  Confidential Information also includes, without
limitation, information concerning research, development, purchasing,
accounting, marketing, selling and services.  All information that Executive has
a reasonable basis to consider confidential is Confidential Information, whether
or not originated by Executive and without regard to the manner in which
Executive obtains access to this and any other proprietary information.

    1.3  DISABILITY.  "Disability" shall mean the unwillingness or inability of
Executive to perform Executive's duties on a full-time basis under this
Agreement because of continuous incapacity due to physical or mental illness,
bodily injury or disease for a period of three (3) months or more.

    1.4  EFFECTIVE DATE.  "Effective Date" shall mean October 1, 1996.

    1.5  INVENTIONS.  "Inventions" shall mean ideas, improvements and
discoveries, whether or not such are patentable or copyrightable, and whether or
not in writing or reduced to practice.

    1.6  WORKS OF AUTHORSHIP.  "Works of Authorship" shall mean any writings,
drawings, diagrams, charts, tables, databases, software (in object or source
code and recorded on any medium), and any other works of authorship, whether or
not such are copyrightable.

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ARTICLE 2.0   EMPLOYMENT AND DUTIES

    2.1  EMPLOYMENT.  Upon the terms and conditions set forth herein and his
appointment by the Board, the Company hereby employs Executive, and Executive
accepts such employment, as President and Chief Executive Officer of the
Company, commencing as of the effective date of this Agreement, at the Company's
principal place of business.  Termination of this Agreement by either party or
by mutual agreement of the parties under Article 4.0 below shall terminate
Executive's employment by the Company.

ARTICLE 3.0   COMPENSATION, BENEFIT AND EXPENSES

    3.1  BASE SALARY.  Subject to Section 4.9 below, the Company shall pay
Executive an initial Base Salary at a monthly rate of Seven Thousand Nine
Hundred Sixteen Dollars ($7,416) from the Effective Date to December 31, 1996
and at such other Base Salary set under Section 3.2 below for any later period
of the Term.  Such Base Salary shall be paid in U.S. Dollars at the end of each
month of employment, or otherwise in accordance with the Company's regular
payroll practices, and will be subject to any applicable income tax, Social
Security or other withholding.

    3.2  ADJUSTMENTS TO INITIAL BASE SALARY.  Unless this Agreement has been
terminated in accordance with Article 4.0 below, the Board shall provide an
annual year-end performance review to Executive.  Following such review, the
Board may, in its sole discretion, adjust Executive's Base Salary accordingly;
provided that the Board may not lower the Executive's Base Salary without the
consent of Executive.

    3.3  INCENTIVE COMPENSATION.  The Company shall make Executive eligible for
management incentive compensation ("Incentive Compensation"), in addition to the
Base Salary then applicable.  Payment of Incentive Compensation will be subject
to Executive's achieving certain objectives set annually by Executive and the
Board.

    3.4  EQUITY PARTICIPATION.  The Company shall grant, as of the Effective
Date, to Executive an option (the "Option") to purchase 100,000 shares of common
stock, $.01 par value, of the Company (the "Common Stock"), subject to the terms
and conditions of the Company's 1995 Long-Term Incentive and Stock Option Plan
(the "Plan").  The exercise price of the Option will equal to $3.50.  The Option
will vest as to 50% of the shares as of April 1, 1998, and as to the remaining
50% of the shares as of October 1, 1999.  The Option will not qualify as an
Incentive Stock Option, as defined in the Plan.  If at any time Executive's
employment with the Company is terminated pursuant to Section 4.2 or Section 4.5
of this Agreement, the option on all unvested shares will be canceled
immediately.  If at any time Executive's employment with the Company is
terminated pursuant to Section 4.3 or Section 4.4 of this Agreement, all options
shall immediately vest and all unexercised options may be exercised in full as
of the date of such termination.  The option with respect to vested shares that
has not been exercised by Executive will be canceled if not exercised by
Executive within two years after the date of termination pursuant to Article 4.0
of this Agreement.  If at any time during the period of Executive's employment
by the Company a Change in Control (as defined in the agreement covering the
option) occurs, all options shall immediately vest and all unexercised options
may be exercised in full as of the date of the Change in Control.

    3.5  BUSINESS EXPENSES.  During the Term, the Company shall bear all
ordinary and necessary business expenses incurred by Executive in performing
Executive's duties as an executive officer of the Company, including, without
limitation, all reasonable travel and living expenses while away from home on
business for the Company, provided that Executive accounts promptly and fully
for such expenses in the manner reasonably prescribed by the Board.


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    3.6  HEALTH, DEATH, DISABILITY AND RETIREMENT BENEFITS.  Executive shall
also be entitled to participate in the health and group life insurance benefit
plans of the Company to the extent that his position, title, tenure, salary,
age, health, and other qualifications make him eligible to participate.  During
the Term, and provided that the Executive is insurable at a rate no more than a
standard rate, the Company will maintain a permanent life insurance policy on
Executive with a death benefit in the amount of One Million Dollars ($1,000,000)
and will enter into a split dollar/collateral assignment agreement (the cost of
the preparation of which the Company will bear) with the Executive in accordance
with the following provisions:  (a) the "P.S. 58" (term insurance cost) portion
of premiums on the policy will be paid by the Executive and the remainder will
be paid by the Company, (b) the Company will pay the Executive as compensation
an amount equal to the premium paid by the Executive plus the amount necessary
to pay all federal and state taxes on such additional compensation to Executive,
(c) the Executive will own the policy, (d) any loan or loans that Executive may
take against the policy in the aggegrate will be limited to the excess of the
cash surrender value of the policy over the aggregate premiums paid by the
Company on the policy, and (e) Executive will designate the beneficiary of the
policy; provided, however, that (i) in the event the Executive dies, the Company
will receive as reimbursement, from the proceeds or the cash surrender value of
the policy, an amount equal to the aggregate amount of premiums the Company has
paid on the policy, and (ii) in the event that the policy is terminated or
canceled for any other reason, the Company will receive as reimbursement an
amount equal to the lesser of (A) the aggregate amount of premiums the Company
has paid on the policy and (B) the cash surrender value of the policy.
Executive shall also be entitled to participate in disability programs and
simplified employee pension plans of the Company to the extent the Company
establishes these plans and to the extent that his position, title, tenure,
salary, age, health, and other qualifications make him eligible to participate;
provided that during the Term the Company will pay the premiums on and otherwise
maintain a disability insurance policy for the benefit of Executive with terms
subject to Executive's reasonable approval, which approval will not be
unreasonably withheld.  The Company does not guarantee the adoption or
continuance of any particular employee benefit plan or program during the term
of this Agreement, and the Employee's participation in any such plan or program
shall be subject to the provisions, rules, and regulations applicable thereto.


ARTICLE 4.0   TERM; TERMINATION

    4.1  TERM.  Executive's employment under this Agreement shall commence upon
the Effective Date and shall continue for three (3) years from such date ("the
Term") unless earlier terminated under this Article 4.0.  This Agreement may be
thereafter extended beyond the Term upon the mutual written agreement of the
parties on an annual basis, provided, such agreement is reached at least sixty
(60) days prior to the end of the Term or the then-current year extension
thereof.

    4.2  TERMINATION BY THE COMPANY FOR GOOD CAUSE.  Notwithstanding Section
4.1 above, the Company may terminate this Agreement for Good Cause.  For
purposes of this Agreement, "Good Cause" shall mean:

    (a)  repeated violations by Executive of any of his duties or repeated
         failures or omissions to carry out lawful and reasonable orders of the
         Company's Board under Section 2.2 above which, in the reasonable
         judgment of the Board, are willful and deliberate and which are not
         cured within 30 days after Executive's receipt of written notice
         thereof from the Company;

    (b)  any act or acts of (i) personal dishonesty by Executive and intended
         to result in substantial personal enrichment of Executive at the
         expense of the Company; (ii) any willful and deliberate misconduct
         that is materially and demonstrably injurious to the


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         Company; or (iii) any criminal indictment, presentment or conviction
         for a felony, whether or not the Company is the victim of such
         offense.

    4.3  TERMINATION BY THE COMPANY WITHOUT GOOD CAUSE.  Notwithstanding
Section 4.1 above, the Company may terminate this Agreement without Good Cause,
subject to Section 4.8.

    4.4  TERMINATION BY EXECUTIVE FOR GOOD REASON.   Notwithstanding Section
4.1 above, Executive may terminate this Agreement for Good Reason.  For purposes
of this Agreement, "Good Reason" shall mean termination of employment based on
any one or more of the following:

    (a)  any material and adverse change in Executive's duties,
         responsibilities or authority as the Company's President and Chief
         Executive Officer (except in connection with the termination of
         Executive's employment in accordance with Sections 4.2, 4.3, 4.6 or
         4.7 hereof);

    (b)  Any unreasonable reduction by the Company below the then-applicable
         Base Salary and/or Incentive Compensation; or

    (c)  Any other material breach of this Agreement by the Company which is
         not cured within thirty (30) days after written notice thereof from
         Executive.

    4.5  TERMINATION BY EXECUTIVE WITHOUT GOOD REASON.   Notwithstanding
Section 4.1 above, Executive may terminate this Agreement at any time, subject
to Section 4.8.

    4.6  TERMINATION IN THE EVENT OF EXECUTIVE'S DEATH OR DISABILITY.
Notwithstanding Section 4.1 above, Executive's employment under this Agreement
shall terminate in the event of Executive's death or Disability.

    4.7  TERMINATION BY MUTUAL AGREEMENT.  Notwithstanding Section 4.1 above,
the parties may terminate this Agreement at any time and upon any other terms or
conditions by mutual written agreement.

    4.8  TERMINATION NOTICE; TERMINATION DATE.  This Section 4.8 shall apply to
any early termination of Executive's employment hereunder pursuant to Article
4.0.

    (a)  A "Termination Notice" hereunder shall mean a written notice which
         indicates the specific termination provision herein and which, other
         than in the case of a termination pursuant to Sections 4.3, 4.5, or
         4.7 or by Executive's death, states in reasonable detail the
         circumstances claimed to provide the basis for such termination.

    (b)  A "Termination Date" hereunder shall mean:

         (i)     if due to Executive's death, the last day of the month first
                 following the month of Executive's death;

         (ii)    if due to Disability, termination by the Company for Good
                 Cause or termination by the Executive for Good Reason, thirty
                 (30) calendar days after the Termination Notice is given;

         (iii)   if due to termination by the Company without Good Cause or by
                 Executive without Good Reason, ninety (90) days after the
                 Termination Notice is given; or

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         (iv)    if by mutual agreement of the parties, the date specified in
                 such agreement.

    (c)  Notwithstanding Section 4.8(b) above, if within thirty (30) days after
         receipt of a Termination Notice, the recipient notifies the
         terminating party that a dispute exists concerning the termination or
         its basis, then the Termination Date shall be the date on which such
         dispute is finally resolved, whether by the parties' mutual written
         agreement or by final and binding arbitration under Article 7.0 below.
         Until the dispute is so resolved, the Company shall continue to pay
         Executive all his compensation and benefits under Article 3.0
         immediately prior to the Termination Notice, subject to Executive's
         express written undertaking to repay to the Company all such sums paid
         after the nominal Termination Date in the event of an adverse ruling
         in such arbitration.

    4.9  COMPENSATION UPON EARLY TERMINATION.  As Executive's sole and
exclusive compensation for Executive's early termination, the Company shall pay
Executive as follows:

         (a)  If due to his Disability or death, within ten (10) days after the
              Termination Date, the Company shall pay any amounts due to
              Executive for Base Salary though the Termination Date together
              with any other unpaid and pro rata amounts of accrued Incentive
              Compensation, vacation pay, sick leave and/or business expense
              reimbursements;

         (b)  If due to termination by the Company for Good Cause or by
              Executive without Good Reason, within ten (10) days after the
              Termination Date, the Company shall pay Executive any amounts due
              to Executive for Base Salary through the Termination Date
              together with any other unpaid and pro rata amounts of accrued
              vacation pay, sick leave, and/or business expense reimbursements,
              but the Company shall have no duty to pay any Incentive
              Compensation which would otherwise be due and owing to Executive
              pursuant to Article 3.0 hereof.

         (c)  If by the mutual agreement of the parties under Section 4.7
              above, the Company shall provide Executive with the payments and
              benefits when and as specified in such agreement.

         (d)  If due to a termination by the Company without Good Cause,
              termination by Executive for Good Reason, or any other material
              and uncured breach of this Agreement by the Company, the Company
              shall:

              (i)    continue to pay all amounts due to Executive for Base
                     Salary in accordance with Section 3.1 or Section 3.2
                     above, as may be the case, at the monthly rate in effect
                     thereunder immediately prior to the Termination Date for
                     twelve (12) months after the end of the month of such
                     Termination Date;

              (ii)   continue to pay all amounts due to Executive for the
                     maximum amount of Incentive Compensation in accordance
                     with Section 3.3 above, computed on the Base Salary as
                     provided in Section 4.9(d)(i) above, in the same manner as
                     if Executive had remained continuously employed for the
                     relevant period set forth in Section 4.9(d)(i) above and
                     had achieved all the goals and objectives for such
                     Incentive Compensation during such period;

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              (iii)  pay any other unpaid and pro rata amounts of accrued
                     vacation pay, sick leave, and/or business expense
                     reimbursements; and

              (iv)   continue to pay all premiums due for and to keep in full
                     force and effect Executive's benefit arrangements in
                     accordance with Section 3.6 above in the same manner as if
                     Executive had remained continuously employed throughout
                     the relevant period set forth in Section 4.9(d)(i) above.

         (e)  The Company shall have no duty or obligation to employ Executive
              following any such early termination by the Company for any
              reason whatsoever, with or without Good Cause, and Executive
              shall have no duty or obligation whatsoever to find other
              employment during the remainder of the Term with respect to which
              compensation or benefits are required to be paid by the Company
              under Section 4.9(d) above.  However, if and to the extent that
              Executive does have other earned income of any kind during such
              period, he shall promptly and fully disclose to the Company in
              writing the nature and amount of any such earned income for
              purposes of mitigation and reduction of the Company's obligations
              hereunder, and Executive shall be liable to repay any such
              amounts paid by the Company which should have been so mitigated
              and reduced but for Executive's failure to make such a
              disclosure.

    4.10 SURVIVAL.  The provisions of Article 4.0 (relating to termination
rights and the provision of compensation and benefits beyond the termination of
this Agreement), the provisions of Article 5.0  (relating to Confidential
Information and intellectual property rights of the Company), the provisions of
Article 6.0 (relating to non-competition and non-solicitation), the provisions
of Article 7.0 (relating to dispute resolution) and the provisions of Article
8.0 (relating to miscellaneous terms and conditions) shall survive termination
of this Agreement for any reason.


ARTICLE 5.0   CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY

    5.1  PROHIBITIONS AGAINST UNAUTHORIZED USE.  During and subsequent to
Executive's employment under this Agreement, Executive shall not use or
disclose, other than in connection with Executive's employment with the Company,
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 Company.  Executive shall use reasonable and
prudent care to safeguard and protect and prevent the unauthorized use and
disclosure of Confidential Information.

    5.2  EXCLUSIONS.  The obligations under Section 5.1 above shall not apply
to any information that:

    (a)  is now or becomes generally available to the public through no fault
         of Executive;

    (b)  was already known to Executive, as shown by Executive's books and
         records, prior to disclosure of same by the Company;

    (c)  is or was independently developed or acquired by Executive without any
         use of or reliance on Confidential Information;


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    (d)  is or was provided to Executive by a third party not under any
         obligation of confidentiality to the Company; or

    (e)  is required to be disclosed by law, provided, however, Executive shall
         render reasonable cooperation, at Company's expense, to lawfully
         prevent or minimize any such public disclosure of Confidential
         Information through protective orders or other similar measures.

    5.3  OWNERSHIP AND RETURN OF COMPANY PROPERTY.  All Confidential
Information or other Company property in Executive's possession, custody or
control, including without limitation, all documents, reports, manuals, business
plans, minutes, memoranda, computer software, computer databases, computer
print-outs, member or customer lists, credit cards, keys, identification,
products, access cards, and all other tangible or intangible property relating
in any way to the business of the Company are the exclusive property of the
Company, even if Executive authored, created or assisted in authoring or
creating such property.  Executive shall return to the Company all such
Confidential Information or other property immediately upon termination of
employment for any reason whatsoever or at such earlier time as the Company may
reasonably request.

    5.4  DISCLOSURE AND ASSIGNMENT OF INVENTIONS AND OTHER WORKS.  Executive
shall promptly disclose to the Company in writing all Inventions and Works of
Authorship which are conceived, made, discovered, written or created by
Executive alone or jointly with another person, group or entity, whether during
the normal hours of his employment at the Company or on Executive's own time,
during the term of this Agreement and for twelve (12) months after termination
of this Agreement.  Executive hereby assigns all rights to all such Inventions
and Works of Authorship to the Company.  Executive shall give the Company all
the assistance it reasonably requires for the Company to perfect, protect, and
use its rights to such Inventions and Works of Authorship.  Executive shall sign
all such documents, take all such actions and supply all such information that
the Company considers necessary or desirable to transfer or record the transfer
of Executive's entire right, title and interest in such Inventions and Works of
Authorship and to enable the Company to obtain exclusive patent, copyright, or
other legal protection for Inventions and Works of Authorship anywhere in the
world, provided, the Company shall bear all reasonable expenses of Executive in
such rendering cooperation.

    5.5  EXCLUSIONS.  Notwithstanding Section 5.4 above, the following shall
not be deemed Inventions or Works of Authorship assigned to the Company by
Executive hereunder:  Any invention or work of authorship for which no
equipment, supplies, facility or Confidential Information of the Company was
used and which was developed entirely on Executive's own time, and which (a)
does not relate (i) directly to the business of the Company or (ii) to the
Company's actual or demonstrably anticipated research or development, or (b)
which does not result from any work performed by Executive for the Company.



ARTICLE 6.0   NON-COMPETITION AND NON-SOLICITATION COVENANTS

    6.1  NON-COMPETITION COVENANT.  Subject to Section 6.2 and 6.3 below,
during the term of this Agreement and for a period of twelve (12) months
following termination of employment for any reason, Executive shall not directly
or indirectly, alone or as a partner, officer, director, shareholder or employee
of any other firm or entity, engage in any activity anywhere in the United
States in direct competition with the Company.  For purposes hereof,
"shareholder" shall not include beneficial ownership of less than five percent
(5%) of the combined voting power of all issued and outstanding


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voting securities of a publicly held corporation whose stock is traded on a
major stock exchange or quoted on the Nasdaq National Market or SmallCap Market.

    6.2  EARLY TERMINATION WITHOUT GOOD CAUSE OR WITH GOOD REASON.
Notwithstanding Section 6.1 above, if Executive's employment terminates under
circumstances which entitle him to receive compensation and benefits payments
pursuant to Section 4.9(d) above and if the Company fails to provide Executive
with any such compensation or benefits due him pursuant to said Section 4.9(d)
and does not remedy such failure within ten (10) days after receipt of notice
thereof from Executive, the covenant set forth in Section 6.1 above shall
thereafter cease to apply to Executive for the remainder of the period to which
such covenant would otherwise apply, notwithstanding any subsequent remedy of
such failure by the Company.

    6.3  COMPANY'S OPTION TO REVISE.   At its sole option, the Company may, by
written notice to Executive, within thirty (30) days after the effective date of
the termination of Executive's employment, waive or limit the line of business,
time period and/or geographic area in which Executive is prohibited from
engaging in competitive activity under Section 6.1 above.

    6.4  COVENANT NOT TO SOLICIT.  Executive hereby acknowledges that the
Company's employees, consultants and other contractors constitute vital and
valuable aspects of its business and missions on a world-wide basis.  In
recognition of that fact, for a period of twelve (12) months following the
termination of this Agreement for any reason whatsoever, Executive shall not
solicit, or assist anyone else in the solicitation of, any of the Company's
then-current employees, consultants or other contractors to terminate their
respective relationships with the Company and to become employees, consultants
or contractors by any enterprise with which the Executive may then be
associated, affiliated or connected.


ARTICLE 7.0   DISPUTE RESOLUTION

    7.1  DISPUTE RESOLUTION.  Except as provided in Section 7.2 below, the
Company and Executive shall each use its best efforts to resolve any dispute
between them promptly and amicably and without resort to any legal process if
feasible within thirty (30) days of receipt of a written notice by one party to
the other party of the existence of such dispute.  Except as provided in Section
7.2 below, no further action may be taken under this Article 7 unless and until
one or more members of the Board and Executive have met in good faith to discuss
and settle such dispute.  The foregoing requirement in this Section 7.1 shall be
without prejudice to either party's rights, if applicable, to terminate this
Agreement under Article 4.0 above.

    7.2  LITIGATION RIGHTS RESERVED.  If any dispute arises with regard to the
unauthorized use or infringement of Confidential Information by Executive or
with regard to Executive's breach or threatened breach of his non-competition or
non-solicitation covenants, the Company may seek any available remedy at law or
in equity from a court of competent jurisdiction.

    7.3  PROCEDURE FOR ARBITRATION.  Except as provided in Section 7.2 above,
any dispute, claim or controversy arising out of or in connection with this
Agreement which has not been settled through negotiation within a period of
thirty (30) days after the date on which either party shall first have notified
the other party in writing of the existence of a dispute shall be settled by
final and binding arbitration under the then applicable Commercial Arbitration
Rules of the American Arbitration Association ("AAA").  Any such arbitration
shall be conducted by one (1) neutral arbitrator appointed by mutual agreement
of the parties or, failing such agreement, in accordance with said Rules.   Such
arbitrator shall be an experienced business attorney with a background in
employment law.  Any such


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arbitration shall be conducted in Minneapolis, Minnesota.   An arbitral award
may be enforced in any court of competent jurisdiction.   Notwithstanding any
contrary provision in the AAA Rules, the following additional procedures and
rules shall apply to any such arbitration:

    (a)  Each party shall have the right to request from the arbitrator, and
         the arbitrator shall order upon good cause shown, reasonable and
         limited prehearing discovery, including (i) exchange of witness lists,
         (ii) depositions under oath of named witnesses at a mutually
         convenient location, (iii) written interrogatories, and (iv) document
         requests.

    (b)  Upon conclusion of the pre-hearing discovery, the arbitrator shall
         promptly hold a hearing upon the evidence to be adduced by the parties
         and shall promptly render a written opinion and award.

    (c)  The arbitrator shall adhere strictly to the sole and exclusive
         remedies set forth in Article 4.0 above and may not award or assess
         punitive damages against either party.

    (d)  Each party shall bear its own costs and expenses of the arbitration
         and one-half (1/2) of the fees and costs of the arbitrator, subject to
         the power of the arbitrator, in his or her sole discretion, to award
         all such reasonable costs, expenses and fees to the prevailing party.


ARTICLE 8.0   GENERAL PROVISIONS

    8.1  SUCCESSORS AND ASSIGNS.  This Agreement constitutes a personal service
agreement on the part of Executive and his duties hereunder may not be assigned
or delegated to any other person without the prior written consent of the
Company, but all rights of Executive hereunder shall inure to the benefit of and
be enforceable by Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  If
Executive should die while any amounts would still be payable to Executive
hereunder if Executive had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Executive's devisee, legatee, or other designee or, if there be no such
designee, to Executive's estate.

    8.2  NOTICES.  All notices, requests and demands required or permitted
hereunder shall be in writing and be personally or courier delivered or mailed
postage prepaid, registered or certified U.S. mail to the other party at its
address set forth on the last page of this Agreement.  Either party may, by
notice hereunder, designate a changed address.  Any notice hereunder shall be
deemed effectively given and received: (a) if personally or courier delivered,
upon delivery; or (b) if mailed, on the third (3rd) day after deposit in the
mail.

    8.3  CAPTIONS.  The various headings or captions in this Agreement are for
convenience only and shall not affect the meaning or interpretation of this
Agreement.

    8.4  GOVERNING LAW; CHOICE OF FORUM.  The validity, interpretation,
construction, performance, enforcement and remedies of or relating to this
Agreement, and the rights and obligations of the parties hereunder, shall be
governed by the substantive laws of the State of Minnesota (without regard to
the conflict of laws rules or statutes of any jurisdiction), and, expressly
subject to the dispute resolution mechanism in Article 7.0 above, any and every
other legal proceeding arising out of or in connection with this Agreement shall
be brought in the appropriate courts of the State of Texas, each of the parties
hereby consenting to the exclusive jurisdiction of said courts for this purpose.


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    8.5  CONSTRUCTION. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

    8.6  WAIVERS.  No failure on the part of either party to exercise, and no
delay in exercising, any right or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right or remedy granted hereby or by any related document or by law.

    8.7  MODIFICATION.  This Agreement may not be modified or amended except by
written instrument signed by Executive and another officer of the Company who is
not the Executive and who is authorized to do so by the Board.

    8.8  ENTIRE AGREEMENT, This Agreement constitutes the entire agreement and
understanding between the parties hereto in reference to all the matters herein
agreed upon.  This Agreement replaces in full all prior employment offers,
discussions, requests, agreements or understandings of the parties hereto, and
any and all such prior offers, discussions, requests, agreements or
understandings are hereby rescinded by mutual agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written in Buffalo,
Minnesota.


EXECUTIVE                              NUTRITION MEDICAL, INC.



By:_________________________           By:__________________________
William L. Rush                             Richard J. Hegstrand
                                            Chief Financial Officer



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