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                                                                    EXHIBIT 10.8
                          CHANGE OF CONTROL AGREEMENT



AGREEMENT made as of this 1st day of June 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 R.
SOUTH,  residing at 7 Alison Way, Andover, Massachusetts 01810 (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
          the Employment Agreement and 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 President and Chief Executive
   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 R. SOUTH                 [SIGNATURE OF CHAIRMAN OF BOARD APPEARS HERE]
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John R. South                     Chairman of the Board

6/19/96                           [SIGNATURE OF VP APPEARS HERE]
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Date                              Vice President - Finance and Administration
                                  Corporate Secretary


                                  June 19, 1996
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                                  Date

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