Exhibit 10.24**EMPLOYMENT AGREEMENT**     **THIS EMPLOYMENT AGREEMENT**(the “Agreement”) is made and entered into by and between Uroplasty,Inc., a Minnesota corporation (“the Company”), and Mahedi A. Jiwani (the “Executive”) effective asof the 14th day of November, 2005.**R E C I T A L S :**     **WHEREAS**, Uroplasty is a medical device company that develops, manufactures and marketsinnovative, proprietary products for the treatment of voiding dysfunctions; and     **WHEREAS**, the Company and the Executive desire to set forth in this Agreement the terms underwhich Executive will serve as Vice President, Chief Financial Officer and Treasurer of the Company;     **NOW, THEREFORE**, the parties hereto agree as follows:1. **Employment and Duties**. The Company hereby agrees to employ the Executive, and theExecutive hereby accepts the Company’s offer to serve, as Vice President, Chief Financial Officerand Treasurer of the Company. As such, the Executive shall have responsibilities, duties andauthority reasonably accorded to and expected of such an officer of the Company and will report tothe Company’s President and Chief Executive Officer, Audit Committee and Board of Directors. TheExecutive agrees to devote the Executive’s full business time, attention and efforts to promote andfurther the business of the Company. The Executive will faithfully adhere to, execute and fulfillall policies established by the Company’s Audit Committee and Board of Directors.     The Executive will not, during the Term of Executive’s employment hereunder, be engaged in anyother business activity pursued for gain, profit or other pecuniary advantage if such activityinterferes with the Executive’s duties and responsibilities hereunder. The foregoing limitationswill not be construed to prohibit the Executive from making personal investments in such form ormanner as will neither require the Executive’s services in the operation or affairs of thecompanies or enterprises in which such investments are made nor violate the terms of Section 4hereof.2. **Compensation**. For all services rendered by the Executive on and after the date hereof,the Company will compensate the Executive as follows:     (a) **Base Salary**. Commencing on the date hereof, the base salary payable to theExecutive shall be $175,000 per year, payable on a regular basis in accordance with the Company’sstandard payroll procedures but not less than semi-monthly. Such base salary will be subject toannual review and adjustment by the Company’s Compensation Committee.     (b) **Incentive Bonus Plan**. During the Term, the Executive is entitled to an annualcash bonus (the “Annual Bonus”), a part of which will be based on attainment of particularfinancial milestones (the “Financial Milestones”) and the other part of which will be based onattainment of particular business milestones (the “Business Milestones”). The Annual Bonus iscomputed as a percentage of the Executive’s base salary for the fiscal year for which achievementof the Financial and Business Milestones relate.          (i) **Financial and Business Milestones**. The Executive and the Company shall mutuallyagree upon the Financial and Business Milestones for each fiscal year by May 1 of each year (exceptas to the balance of fiscal 2006, by November 30, 2005). The Financial Milestones shall be basedon line items regularly appearing on the Company’s audited financial statements. Computation ofthe portion of the Annual Bonus based on Financial Milestones is as follows:
      
Financial Milestone Bonus     Percentage of Annual Percentage of Annual BaseFinancial Milestone Compensation Payable asTarget Achieved Bonus     90%  15%100%  30%120%  36%