Exhibit 10.3

Exhibit B to MUTUAL SEPARATION AND

TRANSITION AGREMENT (Exhibit 10.2)


FORM OF CONSULTING AGREEMENT


          THIS CONSULTING AGREEMENT (“Agreement”) is
made and entered into by and between Angeion Corporation, a Minnesota
Corporation (“Company”) and Mr. Rodney A. Young (“you”) and will be effective
as set forth below.


          WHEREAS, you were an employee of the
Company, and you possesses certain unique skills, talents, contacts, judgment
and knowledge of the Company’s business, strategies and objectives; and


          WHEREAS, you have been released from your
employment obligations with the Company under a Mutual Separation and
Transition Agreement dated November 15, 2010, and a General Release of Claims
dated December 31, 2010, and are signing this Agreement in consideration of
certain benefits the Company agreed to pay you for entering into this Agreement
with the Company; and


          WHEREAS, the Company desires to retain you
in the capacity and on the terms and conditions hereinafter set forth, and you
have agreed to accept such terms and conditions.


          NOW, THEREFORE, in consideration of the
premises and the mutual promises hereinafter contained, the parties hereto
agree as follows:


	
  

 	
  

 	
  

 
	
 1.

 	
 Scope of Work as Consultant

 
	
  

 	
  

 
	
  

 	
 a.

 	
 You agree to
 provide to the Company consulting services as are reasonably requested of or
 assigned to you by or under the authority of the Board of Directors of the
 Company through the Chief Executive Officer of the Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 While you
 are performing these consulting services, you are an independent contractor
 and are not an employee, partner, or co-venturer of, or in any other service
 relationship with the Company. The manner in which you render these
 consulting services will be within your sole control and discretion. Without
 limiting the foregoing, you are not authorized to assume or create any
 obligation or responsibility, express or implied, on behalf of, or in the
 name of, the Company or to bind the Company in any manner without the prior
 express written authorization from the Company.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Term 

 
	
  

 	
  

 
	
  

 	
 Your
 consulting services will commence on January 1, 2011, and continue until June
 30, 2012, or earlier as provided for in Section 5 of this Agreement (the
 “Term”).

 
	
  

 	
  

 
	
 3.

 	
 Compensation

 
	
  

 	
  

 
	
  

 	
 a.

 	
 During the
 Term, the Company will pay you a consulting fee of $108,000. This fee will be
 paid in equal monthly payments of $6,000. The Company will pay you the
 monthly payments within five business days of the beginning each month during
 the Term.

 













	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 You are
 solely responsible for all business expenses incurred unless directly related
 to the consulting services rendered to the Company under this Agreement and
 agreed to by the Company in advance of any expense incurred and submitted to
 the Company along with documentation, in which case such expense may be
 eligible for reimbursement. Expenses that qualify for reimbursement will be
 paid by the Company within ten business days after receipt of the expense.

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 You are
 solely responsible for all payroll taxes arising from the compensation and
 other amounts paid to you under this Agreement for your consulting services,
 including, without limitation, state or federal income tax or for FICA taxes.
 Neither federal, nor state, nor local income tax, nor payroll tax of any
 kind, be withheld or paid by the Company on your behalf.

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 You will not
 be eligible for, and will not participate in, any social security or
 unemployment compensation or any employee pension, health, welfare, or other
 fringe benefit plan, of the Company.

 
	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 No worker’s
 compensation insurance will be obtained by Company covering you.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Confidential Information; Non-competition; Non-solicitation; Remedies

 
	
  

 	
  

 
	
  

 	
 a.

 	
 You
 understand and agree that as a consultant to the Company, you will receive
 and contribute to Confidential Information. You agree that at all times
 during the period of this Agreement and after the termination thereof for any
 reason whatsoever, you will keep secret Confidential Information and that you
 will not use or disclose the same except as such use or disclosure may be
 required in connection with your work for the Company, or unless the Company
 first expressly authorizes such disclosure in writing, or unless such
 disclosure is compelled by law or legal process. You acknowledge that the
 Company’s Confidential Information constitutes a unique and valuable asset of
 the Company and represents a substantial investment of time and expense by
 the Company and that any improper disclosure or other use of such knowledge or
 information other than for the sole benefit of the Company would be wrongful
 and would cause irreparable harm to the Company. For purposes of this
 Agreement, “Confidential Information” means any and all information in
 whatever form, whether written, electronically stored, orally transmitted or
 memorized pertaining to: trade secrets; customer lists, records and other
 information regarding customers; price lists and pricing policies, financial
 plans, records, ledgers and information; purchase orders, agreements and
 related data; business development plans; products and technologies; product
 tests; manufacturing costs; product or service pricing; sales and marketing
 plans; research and development plans; personnel and employment records,
 files, data and policies; tax or financial information; business and sales
 methods and operations; business correspondence, memoranda and other records;
 inventions, improvements and discoveries; processes and methods; and business
 operations and related data formulae; computer records and related data;
 know-how, research and development; trademark, technology, technical
 information, copyrighted material; and any other confidential or proprietary
 data and information which you encounter during the term of this Agreement,
 all of which are held, possessed or owned by the Company and all of which are
 continually used in the operations and business of the Company. The
 compilation, manipulation or other exploitation of generally known
 information may constitute Confidential Information. Confidential Information
 does not include knowledge or information that is now or subsequently becomes
 generally known within the Company’s industry other than as a direct or
 indirect result of the breach of this Agreement by you.

 













	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 During the
 period you provide services to the Company under this Agreement and for 12
 months after the date this Agreement terminates in accordance with Section 5,
 you may not engage or participate, either individually or as an employee,
 consultant or principal, partner, agent, trustee, officer or director of a
 corporation, partnership, or other business entity, in any business which
 competes with the Company relating to (i) the manufacture or sale of cardio
 respiratory diagnostic devices to (A) clinical research, (B) hospital,
 physician office and clinic or (C) health & fitness markets or (ii) any
 other business in which the Company or any subsidiary of the Company (to the
 extent that the Company has more than a 20 percent equity interest in the
 subsidiary) Company is then engaged and was engaged on the date this
 Agreement terminates. Mere ownership by you of not more than 5% of the
 outstanding common stock of a company the securities of which are publicly
 traded will not constitute competition for purposes of this Section 4b.

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 During the
 period you provide services to the Company under this Agreement and for 12
 months after the date this Agreement terminates in accordance with Section 5,
 you may not, directly or indirectly, divert, solicit or accept business from
 any client or prospective client of the Company for business relating to (a)
 the manufacture or sale of cardio respiratory diagnostic devices to the (i)
 clinical research, (ii) hospital, physician office and clinic or (iii) health
 & fitness markets or (b) any other business in which the Company is then
 engaged and was engaged on the date this Agreement terminates. You also may
 not, directly or indirectly, in any way interfere, or attempt to interfere,
 with the Company’s relationships with any of its actual or potential vendors
 or suppliers.

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 During the
 period you provide services to the Company under this Agreement and for 12
 months after the date this Agreement terminates in accordance with Section 5,
 without the express written consent of the Chief Executive Officer of the
 Company, you may not, directly or indirectly, attempt to hire away any
 then-current employee of the Company or any subsidiary or to persuade any
 such employee to leave employment with the Company or any subsidiary.

 
	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 You acknowledge
 and agree that any violation of Section 4 hereof could be highly injurious to
 the Company, and that it would be extremely difficult to compensate the
 Company fully for damages for any such violation. Accordingly, the parties
 specifically agree that the Company will be entitled to temporary and
 permanent injunctive relief to enforce the provisions of Section 4 hereof and
 that you are entitled to seek declaratory relief to resolve any disputes or
 interpretations regarding Section 4 hereof. Any such relief may be granted
 without the necessity of proving actual damages and without necessity of
 posting any bond. This provision with respect to injunctive and declaratory
 relief will not, however, diminish the right of either party to claim and
 recover damages, or to seek and obtain any other relief available to it at
 law or in equity, in addition to such injunctive or declaratory relief.

 













	
  

 	
  

 	
  

 
	
 5.

 	
 Termination. 

 
	
  

 	
  

 
	
  

 	
 This
 Agreement will terminate and be of no further force and effect on the
 earliest of the following events: 

 
	
  

 	
  

 
	
  

 	
 a.

 	
 June 30,
 2012;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Termination
 or modification of the terms and conditions of the Agreement as the parties
 may mutual agree in writing;

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Your
 rescission of your General Release of Claims; or

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Upon the
 election of the Company, if you breach your post termination obligations
 under the Mutual Separation and Transition Agreement and the General Release
 of Claims.

 
	
  

 	
  

 	
  

 
	
 6.

 	
 Miscellaneous

 
	
  

 	
  

 
	
  

 	
 a.

 	
 Amendments. This agreement may not be
 amended or modified except by a written agreement signed by both parties.

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Severability. In the event that any
 provision or portion of this Agreement is determined to be invalid or
 unenforceable for any reason, the remaining provisions of this Agreement will
 remain in full force and effect to the fullest extent permitted by law.

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Successors and Assigns. This Agreement will
 bind and benefit the parties hereto and their respective successors and
 assigns, but none of your rights or obligations hereunder may be assigned by
 either party hereto without the written consent of the other, except by
 operation of law upon your death.

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Arbitration. Any disputes arising under or
 in connection with this Agreement must be resolved by final and binding
 arbitration as provided for in the Mutual Separation and Transition Agreement
 and the 2007 Amended Employment Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 Complete Agreement. This Agreement is the
 entire agreement between the parties concerning a consulting relationship and
 supersedes and replaces any existing arrangement between the parties hereto
 relating to your consulting relationship with Company. The Company and you
 hereby acknowledge that there are no other agreements regarding your
 consulting relationship with the Company, apart from this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 Governing Law. This agreement has been made
 in and will be governed and construed in accordance with the laws of the
 State of Minnesota without giving effect to the principles of conflict of
 laws of any jurisdiction.

 









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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ANGEION
 CORPORATION

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  



 	
  

 	
  



 	
  

 
	
 Mark W.
 Sheffert, Chairman

 	
  

 	
 Rodney A.
 Young

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Date:
 December 31, 2010

 	
  

 	
 Date:
 December 31, 2010