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EXHIBIT 4.4



As amended

December 12, 2002



REHABILICARE INC.

1993 EMPLOYEE STOCK PURCHASE PLAN



Article I

Introduction


     Section 1.1 Purpose. The purpose of the REHABILICARE INC. 1993 EMPLOYEE
STOCK PURCHASE PLAN (the “Plan”) is to provide employees of REHABILICARE INC.,
a Minnesota corporation (the “Company”), and certain related corporations with
an opportunity to share in the ownership of the Company by providing them with
a convenient means for regular and systematic purchases of the Company’s Common
Stock, $.10 par value, and, thus, to develop a stronger incentive to work for
the continued success of the Company.


     Section 1.2 Rules of Interpretation. It is intended that the Plan be an
“employee stock purchase plan” as defined in Section 423(b) of the Internal
Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations
promulgated thereunder. Accordingly, the Plan shall be interpreted and
administered in a manner consistent therewith if so approved. All Participants
in the Plan will have the same rights and privileges consistent with the
provisions of the Plan.


     Section 1.3 Definitions. For purposes of the Plan, the following terms
will have the meanings set forth below:



		
	 	     (a) “Acceleration Date” means the earlier of the date of shareholder
approval or approval by the Company’s Board of Directors of (i) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which Company Common
Shares would be converted into cash, securities or other property, other
than a merger of the Company in which shareholders of the Company
immediately prior to the merger have the same proportionate share
ownership in the surviving corporation immediately after the merger; (ii)
any sale, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of the
Company; or (iii) any plan of liquidation or dissolution of the Company.




		
	 	     (b) “Affiliate” means any subsidiary corporation of the Company, as
defined in Section 424(f) of the Code, whether now or hereafter acquired
or established.
	 
	 	     (c) “Committee” means the committee described in Section 10.01.




		
	 	     (d) “Company” means Rehabilicare Inc., a Minnesota corporation, any
subsidiary of the Company and any successors to the Company by merger or
consolidation as contemplated by Article XI herein.




		
	 	     (e) “Current Compensation” means all regular wage, salary and
commission payments paid by the Company to a Participant in accordance
with the terms of his or her employment, including bonus payments and all
other forms of special compensation.



 






 






		
	 	     (f) “Fair Market Value” as of a given date means such value of the
Common Shares as reasonably determined by the Committee in a manner
consistent with Section 423 of the Code.




		
	 	     (g) “Participant” means a Full-Time Employee who is eligible to
participate in the Plan under Section 2.01 and who has elected to
participate in the Plan.




		
	 	     (h) “Participating Affiliate” means an Affiliate which has been
designated by the Committee in advance of the Purchase Period in question
as a corporation whose eligible Full-Time Employees may participate in
the Plan.




		
	 	     (i) “Full-Time Employee” means an employee of the Company or a
Participating Affiliate as of the first day of a Purchase Period,
including an officer or director who is also an employee, but excluding
employees whose customary employment is less than 32 hours per week.




		
	 	     (j) “Plan” means the Rehabilicare Inc. 1993 Employee Stock Purchase
Plan, as amended, the provisions of which are set forth herein.




		
	 	     (k) “Purchase Period” means each of the 6-month periods beginning on
the first business day in January or the first business day in July of
each year and ending on the last business day in the following June and
December, respectively.




		
	 	     (l) “Common Shares” means the Company’s Common Stock, $.10 par
value, as such Shares may be adjusted for changes in the Shares or the
Company as contemplated by Article XI herein.




		
	 	     (m) “Share Purchase Account” means the account maintained on the
books and records of the Company recording the amount received from each
Participant through payroll deductions made under the Plan and from the
Company through matching contributions.



Article II

Eligibility and Participation


     Section 2.1 Eligible Employees. All Full-Time Employees shall be eligible
to participate in the Plan beginning on the first day of the first Purchase
Period to commence after such person becomes a Full-Time Employee.
Subject to the provisions of Article VI, each such employee
will continue to be eligible to participate in the Plan so long as he or she
remains a Full-Time Employee.


     Section 2.2 Election to Participate. An eligible Full-Time Employee may
elect to participate in the Plan for a given Purchase Period by filing with the
Company, in advance of that Purchase Period and in accordance with such terms
and conditions as the Committee in its sole discretion may impose, a form
provided by the Company for such purpose (which authorizes regular payroll
deductions from Current Compensation beginning with the first payday in that
Purchase Period and continuing until the employee withdraws from the Plan or
ceases to be eligible to participate in the Plan).


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     Section 2.3 Limits on Shares Purchase. No employee shall be granted any
right to purchase Common Shares hereunder if such employee, immediately after
such a right to purchase is granted, would own, directly or indirectly, within
the meaning of Section 423(b)(3) and Section 424(d) of the Code, Common Shares
possessing 5% or more of the total combined voting power or value of all the
classes of the capital shares of the Company or of all Affiliates.


     Section 2.4 Voluntary Participation. Participation in the Plan on the
part of a Participant is voluntary and such participation is not a condition of
employment nor does participation in the Plan entitle a Participant to be
retained as an employee.


Article III

Payroll Deductions, Company

Contributions and Share Purchase Account


     Section 3.1 Deduction from Pay. The form described in Section 2.02 will
permit a Participant to elect payroll deductions of not less than 1% and not
more than 10% of such Participant’s Current Compensation for each pay period,
subject to such other limitations as the Committee in its sole discretion may
impose.


     Section 3.2 Interest and Company Contributions. The Company may, in the
sole discretion of and subject to such limitations as the Committee may impose,
pay interest with respect to each Participant’s Share Purchase Account.


     Section 3.3 Credit to Account. Payroll deductions will be credited to the
Participant’s Share Purchase Account on each payday.


     Section 3.4 Nature of Account. The Share Purchase Account is established solely for accounting
purposes, and all amounts credited to the Share Purchase Account will remain
part of the general assets of the Company or the Participating Affiliate (as
the case may be).


     Section 3.5 No Additional Contributions. A Participant may not make any
payment into the Share Purchase Account other than the payroll deductions made
pursuant to the Plan.


Article IV

Right to Purchase Shares


     Section 4.1 Number of Shares. Each Participant will have the right to
purchase on the last business day of the Purchase Period all, but not less than
all, of the largest number of whole Common Shares that can be purchased at the
price specified in Section 4.02 with the entire credit balance in the
Participant’s Share Purchase Account, subject to the limitations that (a) no
more than 10,000 Common Shares may be purchased under the Plan by any one
Participant for a given Purchase Period, (b) in accordance with Section
423(b)(8) of the Code, no more than $25,000 in Fair Market Value (determined at
the beginning of each Purchase Period) of Common Shares and other shares may be
purchased under the Plan and all other employee share purchase plans (if any)
of the Company and the Affiliates by any one Participant for any calendar year
and (c) if the purchases for all Participants in any Purchase Period would
result in the sale of more than 100,000 Common Shares in the aggregate under
the Plan for such Purchase Period, each Participant shall be allocated a pro
rata portion of the 100,000 Common Shares to be sold for that


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Purchase Period. If the purchases for all Participants would otherwise cause the aggregate
number of Common Shares to be sold under the Plan to exceed the number
specified in Section 10.03, each Participant shall be allocated a pro rata
portion of the Common Shares to be sold.


     Section 4.2 Purchase Price. The purchase price for any Purchase Period
shall be the lesser of (a) 85% of the Fair Market Value of the Common Shares on
the first business day of that Purchase Period or (b) 85% of the Fair Market
Value of the Common Shares on the last business day of that Purchase Period, in
each case rounded up to the next higher full cent.


Article V

Exercise of Right


     Section 5.1 Purchase of Shares. On the last business day of a Purchase
Period, the entire credit balance in each Participant’s Share Purchase Account
will be used to purchase the largest number of whole Common Shares purchasable
with such amount (subject to the limitations of Section 4.01), unless the
Participant has filed with the Company, in advance of that date and subject to
such terms and conditions as the Committee in its sole discretion may impose, a
form provided by the Company which requests the distribution of the entire
credit balance in cash.


     Section 5.2 Cash Distributions. Any amount remaining in a Participant’s
Share Purchase Account after the last business day of a Purchase Period will be
paid to the Participant in cash in a timely fashion after the end of that
Purchase Period.


     Section 5.3 Notice of Acceleration Date. The Company shall use its best
efforts to notify each Participant in writing at least ten days prior to any
Acceleration Date that the then current Purchase Period will end on such
Acceleration Date.


Article VI

Withdrawal from Plan; Sale of Shares


     Section 6.1 Voluntary Withdrawal. A Participant may, in accordance with
such terms and conditions as the Committee in its sole discretion may impose,
withdraw from the Plan and cease making payroll deductions by filing with the
Company a form provided for this purpose. In such event, the entire credit
balance in the Participant’s Share Purchase Account will be paid to the
Participant in cash within 30 days. A Participant who withdraws from the Plan
will not be eligible to reenter the Plan until the beginning of the next
Purchase Period following the date of such withdrawal.


     Section 6.2 Death. Subject to such terms and conditions as the Committee
in its sole discretion may impose, upon the death of a Participant, no further
amounts shall be credited to the Participant’s Share Purchase Account.
Thereafter, on the last business day of the Purchase Period during which such
Participant’s death occurred and in accordance with Section 5.01, the entire
credit balance in such Participant’s Share Purchase Account will be used to
purchase Common Shares, unless such Participant’s estate has filed with the
Company, in advance of that day and subject to such terms and conditions as the
Committee in its sole discretion may impose, a form provided by the Company
which elects to have the entire credit balance in such


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Participant’s Shares Account distributed in cash within 30 days after the end of that Purchase
Period or at such earlier time as the Committee in its sole discretion may
decide. Each Participant, however, may designate one or more beneficiaries
who, upon death, are to receive the Common Shares or the amount that otherwise
would have been distributed or paid to the Participant’s estate and may change
or revoke any such designation from time to time. No such designation, change
or revocation will be effective unless made by the Participant in writing and
filed with the Company during the Participant’s lifetime. Unless the
Participant has otherwise specified the beneficiary designation, the
beneficiary or beneficiaries so designated will become fixed as of the date of
the death of the Participant so that, if a beneficiary survives the Participant
but dies before the receipt of the payment due such beneficiary, the payment
will be made to such beneficiary’s estate.


     Section 6.3 Termination of Employment. Subject to such terms and conditions as the Committee in its sole
discretion may impose, upon a Participant’s normal or early retirement with the
consent of the Company under any pension or retirement plan of the Company or
Participating Affiliate, no further amounts shall be credited to the
Participant’s Share Purchase Account. Thereafter, on the last business day of
the Purchase Period during which such Participant’s approved retirement
occurred and in accordance with Section 5.01, the entire credit balance in such
Participant’s Share Purchase Account will be used to purchase Common Shares,
unless such Participant has filed with the Company, in advance of that day and
subject to such terms and conditions as the Committee in its sole discretion
may impose, a form provided by the Company which elects to receive the entire
credit balance in such Participant’s Share Purchase Account in cash within 30
days after the end of that Purchase Period, provided that such Participant
shall have no right to purchase Common Shares in the event that the last day of
such a Purchase Period occurs more than three months following the termination
of such Participant’s employment with the Company by reason of such an approved
retirement. In the event of any other termination of employment (other than
death) with the Company or a Participating Affiliate, participation in the Plan
will cease on the date the Participant ceases to be a Full-Time Employee for
any reason. In such event, the entire credit balance in such Participant’s
Share Purchase Account will be paid to the Participant in cash within 30 days.
For purposes of this Section 6.03, a transfer of employment to any Affiliate,
or a leave of absence which has been approved by the Committee, will not be
deemed a termination of employment as a Full-Time Employee.


Article VII

Nontransferability


     Section 7.1 Nontransferable Right to Purchase. The right to purchase
Common Shares hereunder may not be assigned, transferred, pledged or
hypothecated (whether by operation of law or otherwise), except as provided in
Section 6.02, and will not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition or levy of attachment or similar process upon the right to purchase
will be null and void and without effect.


     Section 7.2 Nontransferable Account. Except as provided in Section 6.02,
the amounts credited to a Share Purchase Account may not be assigned,
transferred, pledged or


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hypothecated in any way, and any attempted assignment,
transfer, pledge, hypothecation or other disposition of such amounts will be
null and void and without effect.


Article VIII

Share Certificates


     Section 8.1 Delivery. Promptly after the last day of each Purchase Period
and subject to such terms and conditions as the Committee in its sole
discretion may impose, the Company will cause to be delivered to or for the
benefit of the Participant a certificate representing the Common Shares
purchased on the last business day of such Purchase Period.


     Section 8.2 Securities Laws. The Company shall not be required to issue
or deliver any certificate representing Common Shares prior to registration
under the Securities Act of 1933, as amended, or registration or qualification
under any state law if such registration is required. The Company shall use
its best efforts to accomplish such registration (if and to the extent
required) not later than a reasonable time following the Purchase Period, and
delivery of certificates may be deferred until such registration is
accomplished.


     Section 8.3 Completion of Purchase. A Participant shall have no interest
in the Common Shares purchased until a certificate representing the same is
issued to or for the benefit of the Participant.


     Section 8.4 Form of Ownership. The certificates representing Common
Shares issued under the Plan will be registered in the name of the Participant.


Article IX

Effective Date,

Amendment and Termination of Plan


     Section 9.1 Effective Date. The Plan was approved by the Board of
Directors on May 5, 1993, and shall be approved by the shareholders of the
Company within twelve (12) months thereof. In the event that the Plan is not
so approved by the shareholders of the Company, for any reason, it shall then
be of no force or effect whatsoever, and no Common Shares shall be purchased
hereunder. The Plan will terminate upon completion of the Purchase Period
which ends on the last business day occurring in December 2011.


     Section 9.2 Plan Commencement. The initial Purchase Period under the Plan
will commence on July 1, 1993. Thereafter, each succeeding Purchase Period
will commence and terminate in accordance with Section 1.03(k).


     Section 9.3 Powers of Board. The Board of Directors may amend or
discontinue the Plan at any time. No amendment or discontinuation of the Plan,
however, shall without shareholder approval be made that: (i) absent such
shareholder approval, would cause Rule 16b-3 under the Securities Exchange Act
of 1934, as amended (the “Act”) to become unavailable with respect to the Plan,
(ii) requires shareholder approval under any rules or regulations of the
National Association of Securities Dealers, Inc. or any securities exchange
that are applicable to the Company, or (iii) permit the issuance of Common
Shares before payment therefor in full


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     Section 9.4 Automatic Termination. The Plan shall automatically terminate
when all of the Common Shares provided for in Section 10.03 have been sold.


Article X

Administration


     Section 10.1 The Committee. The Plan shall be administered by a committee
(the “Committee”) of two or more directors of the Company, none of whom shall
be officers or employees of the Company and all of whom shall be “disinterested
persons” with respect to the Plan within the meaning of Rule 16b-3 under the
Act. The members of the Committee shall be appointed by and serve at the
pleasure of the Board of Directors.


     Section 10.2 Powers of Committee. Subject to the provisions of the Plan,
the Committee shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan, to establish
deadlines by which the various administrative forms must be received in order
to be effective, and to adopt such other rules and regulations for
administering the Plan as it may deem appropriate. The Committee shall have
full and complete authority to determine whether all or any part of the Common
Shares acquired pursuant to the Plan shall be subject to restrictions on the
transferability thereof or any other restrictions affecting in any manner a
Participant’s rights with respect thereto but any such restrictions shall be
contained in the form by which a Participant elects to participate in the Plan
pursuant to Section 2.02. Decisions of the Committee will be final and binding
on all parties who have an interest in the Plan.


     Section 10.3 Shares to be Sold. The Common Shares to be issued and sold
under the Plan may be treasury shares or authorized but unissued shares, or the
Company may purchase Common Shares in the market for sale under the Plan.
Except as provided in Section 11.01, the aggregate number of Common Shares to
be sold under the Plan will not exceed 400,000 shares.


     Section 10.4 Notices. Notices to the Committee should be addressed as
follows:


Rehabilicare Inc.

833 Third Street, S.W.

St. Paul, MN 55112


Article XI

Adjustment for

Changes in Shares or Company


     Section 11.1 Share Dividend or Reclassification. If the outstanding
Common Shares are increased, decreased, changed into or exchanged for a
different number or kind of securities of the Company, or shares of a different
par value or without par value, through reorganization, recapitalization,
reclassification, share dividend, share split, amendment to the Company’s
Articles of Incorporation, reverse share split or otherwise, an appropriate
adjustment shall be made in the maximum numbers and kind of securities to be
purchased under the Plan with a corresponding adjustment in the purchase price
to be paid therefor.


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     Section 11.2 Merger or Consolidation. If the Company is merged into or
consolidated with one or more corporations during the term of the Plan,
appropriate adjustments will be made to give effect thereto on an equitable
basis in terms of issuance of shares of the corporation surviving the merger or
of the consolidated corporation, as the case may be.


Article XII

Applicable Law


     Rights to purchase Common Shares granted under the Plan shall be construed
and shall take effect in accordance with the laws of the State of Minnesota.



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