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Exhibit 10.15

Employment Agreement between Uroplasty, Inc. and Mr. Marc Herregraven
dated November 15, 2002

EMPLOYMENT AGREEMENT

This Employment Agreement (the Agreement) is made effective the 15th day
of November, 2002, between Uroplasty, Inc., a Minnesota corporation, and its
subsidiaries, located at 2718 Summer Street N.E., Minneapolis, Minnesota, 55413
(hereinafter referred to as the Company) and Marc M. Herregraven, who resides
at 1757 Snelling Avenue, Falcon Heights, Minnesota 55113 (hereinafter referred
to as Employee).

1.       Employment. The Company hereby employs Employee as Vice President of
Manufacturing of the Company and Employee accepts such employment and agrees to
serve the Company with undivided loyalty and to the best of his ability promote
the interests and business of the Company and to devote his full business time,
energy and skill to such employment.

2.       Duties and Powers.

(a)       Employee shall report to the Chief Operating Officer of the Company or
as otherwise designated by the Board of Directors (the Board) from time to
time.

(b)       Employee shall perform such duties as a Vice President of
Manufacturing would customarily perform and such other duties as may be
assigned to him from time to time by the Chief Operating Officer or the Board.

3. Term. The term of this Agreement shall commence on November 15, 2002,
and shall continue indefinitely, until such time, if any, that this Agreement
is terminated pursuant to Section 11 herein.

4. Base Salary. The Company shall pay to Employee a base salary of
Ninety-Eight Thousand Two Hundred and Sixty-Two Dollars ($98,262.00) per year,
which shall be paid in installments payable at least twice per month, and such
amount shall be adjusted at least on an annual basis at the mutual agreement of
the Company and Employee.

5. Fringe Benefits.During the term of Employees employment with the
Company, the Company shall provide to Employee the right to participate in all
fringe benefits and perquisite and benefits programs as are made available to
employees or executives of the Company from time to time, including, without
limitation, health-care coverage provided by the Company or a third party under
contract with the Company.

6. Reimbursement of Business Expenses. The Company shall reimburse
Employee for the reasonable and necessary expenses incurred in connection with
the performance of his duties in accordance with the policies and procedures of
the Company governing such expenses, upon presentation of appropriate vouchers
for said expenses.

7. Confidentiality Agreement.Contemporaneously herewith and in
connection with and as a condition and part of this Agreement, the parties have
also entered into that certain Employee Confidentiality, Inventions,
Non-Compete and Non-Solicitation Agreement (the Confidentiality Agreement).

8. Termination. Employees employment with the Company may be terminated
by the Company or Employee, with or without cause, upon thirty (30) days
written notice to the other party. Such employment may also be terminated
immediately by the Company by written notice to Employee for the following
events which would constitute Cause: (a) Employee is convicted of a felony,
(b) Employee has committed any theft or fraudulent act or has acted dishonestly
with respect to any business of the Company, (c) Employee has engaged in
substance abuse, or (d) Employee has breached any agreement made between
Employee and the Company, including, without limitation, the Confidentiality
Agreement, as defined in Section 7 hereto. In no event shall termination for
Cause be based solely on Employees employment performance.

9. Severance Payment. If the Company, its successors or assigns terminate
this Agreement without Cause, the Company, its successors or assigns shall
continue to pay to Employee his monthly base salary for a period equal to one
month following such termination for each full year of employment with the
Company, provided, however, that the Company shall have no obligation to make
such payments if Employee has breached any term or provision of the
Confidentiality Agreement, as defined in Section 7 hereto. In no event shall
post-termination payments payable pursuant to this paragraph be made to
Employee for a period less than four (4) or greater than twelve (12) months.

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10. Severability. If any provision of this Agreement shall be held by any
court of competent jurisdiction to be illegal, invalid or unenforceable, such
provision shall be construed and enforced as if it had been more narrowly drawn
so as not to be illegal, invalid or unenforceable, and such illegality,
invalidity or unenforceability shall have no effect upon and shall not impair
the enforceability of any other provision of this Agreement.

11. Attorneys Fees and Costs. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys fees, costs and necessary
disbursements in addition to any other relief to which he or it may be
entitled.

12. Waiver of Breach. Any waiver by either party of compliance with any
provision of this Agreement by the other party shall not operate or be
construed as a waiver of any other provision of this Agreement, or of any
subsequent breach by such party of a provision of this Agreement.

13. Amendment. This Agreement may be amended only in writing, signed by
both parties.

14. Entire Agreement. This Agreement contains the entire understanding of
the parties with regard to all matters contained herein. Except as referenced
in this Agreement, there are no other agreements, conditions or
representations, oral or written, expressed or implied, with regard thereto.
This Agreement and agreements referenced herein, supersede all prior agreements
relating to the employment of Employee by the Company.

15. Binding Effect. This Agreement is and shall be binding upon the
heirs, personal representatives, legal representatives, successors and assigns
of the parties hereto; provided, however, Employee may not assign this
Agreement.

16. No Third Party Beneficiaries. Nothing herein expressed or implied is
intended or shall be construed as conferring upon or giving to any person, firm
or corporation other than the parties hereto any rights or benefits under or by
reason of this Agreement.

17. Notices. Any notice to be given under this Agreement by either
Employee or the Company shall be in writing and shall be effective upon
personal delivery or delivery by mail, registered or certified, postage prepaid
with return receipt requested. Mailed notices shall be addressed to the party
at the address set forth at the beginning of this Agreement, but each party may
change its or his address by written notice in accordance with this paragraph.
Notice delivered personally shall be deemed given as of actual receipt and
mailed notices shall be deemed given as of three business days after mailing.

18. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute but one and the same agreement.

19. Governing Law. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Minnesota, without giving effect to
conflict of law principles contained therein. The venue for any action
hereunder shall be in the State of Minnesota, whether or not such venue is or
subsequently becomes inconvenient, and the parties consent to the jurisdiction
of the courts of the State of Minnesota, County of Hennepin, and the U.S.
District Court, District of Minnesota.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above:

|                             |  |                    
|---------------------------- |  | -------------------
|UROPLASTY, INC               |  | EMPLOYEE:          
|                             |  |                    
|Signature:                   |  |                    
|                             |  | Marc M. Herregraven
|                             |  |                    
|Print Name: Daniel G. Holman |  | Date:              
|                             |  |                    
|Title: President, CEO        |  |                    
|                             |  |                    
|Date:                        |  |                    

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