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                                                                   EXHIBIT 10.10
                          CHANGE OF CONTROL AGREEMENT



AGREEMENT made as of July 1, 1996, by and between STAODYN, INC., a  Delaware
corporation, with its principal offices located at 1225 Ken Pratt Boulevard,
Longmont, Colorado 80501 (hereinafter the "Company"), and JOHN L. FENSTERMAKER,
residing at 1228 Fox Hill Drive, Longmont, Colorado 80501(hereinafter the
"Officer").

1. Definitions.  For purposes of this Agreement, the following terms shall have
   the meanings set forth below:

   (a) For the purposes of this Agreement, a "Change of Control" shall be deemed
       to have occurred if (a) any "person" or "group" (within the meaning of
       Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) other
       than a trustee or other fiduciary holding securities under an employee
       benefit plan of the Company, beneficially owns 50% or more of the
       Company's voting common stock; or, (b) at any time during the period of
       three consecutive years (not including any period prior to the date
       hereof), individuals who at the beginning of such period constitute the
       Board (and any new director whose election by the Board or whose
       nomination for election by the Company's stockholders were approved by a
       vote of at least two-thirds of the directors then still in office who
       either were directors at the beginning of such period or whose election
       or nomination for election was previously so approved) cease for any
       reason to constitute a majority thereof; or (c) the stockholders of the
       Company approve a merger or consolidation of the Company with any other
       corporation, other than a merger or consolidation in which both (i) a
       majority of the directors of the surviving entity were directors of the
       Company prior to such consolidation or merger; and (ii) which would
       result in the voting securities of the Company outstanding immediately
       prior thereto continue to represent (either by remaining outstanding or
       by being changed into voting securities of the surviving entity) at least
       51% of the combined voting power of the voting securities of the
       surviving entity outstanding immediately after such merger or
       consolidation; or (d) the stockholders approve a plan of complete
       liquidation of the Company or an agreement for the sale or disposition by
       the Company of all or substantially all of the Company's assets.

   (b) "Cause" shall mean the commission by the Officer of any act involving
       gross misconduct such as, but not limited to, dishonesty, gross neglect
       of duty, frequent unexplained absence from work, or other misconduct
       seriously detrimental to the interests of the Company.

   (c) "Termination Date" shall mean the date following a Change of Control when
       the Officer receives written notice that his employment is Terminated
       without Cause or, if later, such other termination date specified in the
       written notice.

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   (d) "Terminate" shall mean not only a complete termination of employment by
       the Company or its successor but also a significant negative change in
       the terms of employment with the Company or its successor, including but
       not limited to a requirement to relocate or a significant reduction in
       salary and benefits.

   (e) "Termination Following a Change of Control" shall mean a termination
       without Cause by the Company following or in connection with a Change of
       Control or a termination by the Officer for "Good Reason" of the
       Officer's employment with the Company within two years following a
       "Change of Control" (as defined below).

   (f) For purposes of this Agreement, "Good Reason" shall include, but not be
       limited to, any of the following (without the Officer's express written
       consent):

       i)    the assignment to the Officer by the Company of duties inconsistent
             with or a substantial alteration in the nature or status of, the
             Officer's responsibilities as in effect immediately prior to a
             Change of Control;

       ii)   a reduction by the Company in the Officer's compensation or
             benefits as in effect immediately prior to the date of a Change of
             Control;

       iii)  a relocation of the Company's principal offices beyond 30 miles
             from the present Longmont, Colorado location, or the Officer's
             relocation to any place other than the Longmont, Colorado offices
             of the Company, except for reasonably required travel by the
             Officer on the Company's business;

       iv)   any material breach by the Company of any provision of this
             Agreement if such material breach has not been cured within thirty
             (30) days following written notice of such breach by the Officer to
             the Company setting forth with specificity the nature of the
             breach; or

       v)    any failure by the Company to obtain the assumption and performance
             of this Agreement by any successor (by merger, consolidation or
             otherwise) or assign of the Company.

2. Severance Benefits.   In the event there is a Termination Following a Change
   of Control, the Officer shall be entitled to the following severance benefits
   for a period of 12 months after the Termination Date:

   (a) Continued base salary in regular biweekly payments, or if so elected by
       the Officer, a lump sum payable within 30 days of the Officer's election.

   (b) Bonus payable in such amount as would be payable to the Officer had he
       been employed by the Company for the full fiscal year during which the
       termination occurred, and the Company had achieved Plan performance for
       such fiscal year.  Such bonus shall be paid in the same manner as elected
       by the Officer in (a) above;

   (c) Continued medical, dental, life and disability insurance benefits; and

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   (d) Continued retirement benefits, including 401(k) plan.

   Such benefits shall be identical to the salary, bonus, insurance and
   retirement plan benefits to which the Officer was entitled immediately prior
   to the Change of Control. During such 12-month period, the Officer shall
   continue to be an employee of the Company for purposes of participation in
   the plans which provide the benefits described in subsections (c) and (d)
   above but shall have no further responsibilities as an employee and shall not
   be required or permitted to continue his former duties. Subject to Section 4,
   the Officer shall be free to accept other employment during such period, and
   there shall be no offset of any employment compensation earned by Officer in
   such other employment during such period against payments due the Officer
   hereunder, and there shall be no offset in any compensation or benefits
   received from such other employment against the continued salary and benefits
   set forth above.

3. Stock Option Vesting.  In the event of a Termination Following a Change of
   Control, all outstanding stock options held by the Officer which are not then
   exercisable, shall become exercisable in their entirety, as of the date
   immediately preceding the Termination Date.

4. Noncompetition Agreement.  Officer acknowledges that the Company has trade
   secrets and confidential information, that as an Officer he will have access
   to all such trade secrets and confidential information and that in performing
   duties in an executive position for another company he might necessarily use
   and divulge such trade secrets and confidential information. Therefore, in
   consideration for the severance benefits set forth above, the Officer agrees
   that for a period of 12 months subsequent to the Termination Date, the
   Officer will not, directly or indirectly:

   (a) Call upon any person or entity which was a customer of the Company
       immediately prior to the Termination Date for the purpose of diverting,
       taking away the business of, or selling products or services competitive
       with significant products or services provided by the Company;

   (b) In any manner, misuse or divulge to any person any list of customers,
       confidential information or trade secrets of the Company;

   (c) Alone or in any capacity solicit or in any manner attempt to solicit or
       induce any person or persons employed by the Company within one year
       prior to the Termination Date to leave such employment;

   (d) Within the United States of America, either as an employee, employer,
       consultant, agent principal, partner, more than 5% stockholder, corporate
       officer, director, or in any other individual or representative capacity,
       engage or participate in any business that is in competition in any
       significant manner with any material business conducted by the Company on
       the Termination Date.

5. Termination.  This Agreement may be terminated only as follows:

   (a) by mutual written agreement of the parties;

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   (b) upon termination of Officer's employment prior to, and not in connection
       with, a Change of Control.

   (c) when the Officer attains age 65.

6. Severability.  Should a court or other body of competent jurisdiction
   determine that any provision of this Agreement is excessive in scope or
   otherwise invalid or unenforceable, such provision shall be adjusted rather
   than voided, if possible, so that it is enforceable to the maximum extent
   possible, and all other provisions of the Agreement shall be deemed valid and
   enforceable to the extent possible.

7. Assignment.  The parties may assign their economic rights under this
   Agreement but shall not assign any personal obligations from this Agreement.

8. Miscellaneous.  This Agreement:  (a) contains the entire agreement among the
   parties regarding the subject matter hereof and supersedes any prior
   agreements on this subject between the parties; (b) may not be amended nor
   may any rights hereunder be waived except by an instrument in writing signed
   by the party sought to be charged with such amendment or waiver; (c) shall be
   construed in accordance with, and governed by, the laws of Colorado; and  (d)
   shall be binding upon and shall inure to the benefit of the parties and their
   respective personal representatives and permitted assigns, including, without
   limitation, any successor to the business of the Company.


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


THE OFFICER                         STAODYN, INC.

/s/John L. Fenstermaker             /s/ John R. South
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John L. Fenstermaker                President

7-18-96                             7-17-96
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Date                                Date




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