EXHIBIT 10.56

                        AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Agreement") is made by and between
GelStat Corporation, a Minnesota corporation with its principal office at 1650
West 82nd Street, Suite 1200, Bloomington, Minnesota (the "Company"), and
Richard W. Ringold ("Ringold") as of the 1st day of July, 2004 (the "Execution
Date").

WITNESSETH:

WHEREAS, the Company and Ringold are parties to a certain Employment Agreement
dated July 9, 2003 (the "Original Employment Agreement").

WHEREAS, the Company continues to find itself in a period of rapid growth, which
growth has created the need for Ringold to play an expanded role in operations
as an executive with strong operating capability, including global business
development experience; and,

WHEREAS, the Board of Directors of the Company (the "Board") has determined it
is in the best interest of the Company and its shareholders to further utilize
the services of Ringold, to further incent him in accordance with additional
duties and obligations relating to his operating capability and global business
development experience and to more fully employ his assistance in the day to day
management of the Company; and,

WHEREAS, the Board expects to promote Ringold to the position of President, and
Ringold desires to render services to the Company in that position, or as
otherwise specified herein, subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and premises contained
herein, it is agreed as follows:

1.    Employment.

      A.    Notwithstanding that the parties have executed this Agreement as of
            the Execution Date, this Agreement shall not be effective or binding
            upon either of them until and unless it has been duly approved by
            the Board at a meeting of the Board or by written action. If such
            approval is obtained on or before September 30, 2004, then the
            Execution Date shall become the Effective Date ("Effective Date").
            If such approval does not occur on or before such date, then this
            Agreement shall be null and void ab initio and the Original
            Employment Agreement alone will apply to Ringold's employment by the
            Company. In such latter case, Ringold acknowledges and agrees that
            no compensation or other benefits described in this Agreement,
            whether in the form of cash, options or any other benefits, will be
            owed to him or payable to him.

      B.    If this Agreement is duly approved by the Board on or before
            September 30, 2004, then as of the close of business on June 30,
            2004, the Original Employment Agreement will end without further
            obligation to either the Company or Ringold and this Agreement alone
            will apply to Ringold's Employment, provided, however, that certain
            Incentive Stock Option Agreement dated July 9, 2003 (the "2003
            Option Agreement"), shall continue in full force and effect.

      C.    Subject to the provisions for Termination set forth below, the
            Company employs Ringold as President, pursuant to the terms and
            conditions of this Agreement effective on the Effective Date, and
            Ringold hereby accepts such employment by the Company upon such
            terms and conditions (the "Employment"). Ringold understands and
            acknowledges that, except as otherwise provided for herein, his
            Employment with the Company is for an unspecified duration and
            constitutes "at-will" employment. Ringold acknowledges that, except
            as otherwise provided in this Agreement, this Employment
            relationship may be terminated at any time, with or without good
            cause, at the option either of the Company or himself, with or
            without notice. Ringold also understands and acknowledges that he
            will not become President of the Company until the CEO appoints him
            to that position and the approval of this Agreement alone shall not
            constitute Ringold's election as President, but rather the CEO shall
            appoint him as President immediately upon the demotion, departure or
            other termination of Russ Mitchell as President.


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2.    Term. Unless earlier terminated pursuant to the provisions hereof,
      Ringold's employment under this Agreement shall be for a thirty six
      consecutive month term commencing on the Effective Date and ending 36
      months thereafter (the "Term").

3.    Responsibilities and Duties. During the Term, and upon his election as
      such, Ringold shall act as President, or in such alternate capacity as may
      be agreed between the parties in writing from time to time ("Position"),
      and shall have such responsibilities and duties as are agreed upon and
      determined from time to time by the Company. Ringold agrees to give his
      best efforts to carry out his duties in an efficient, timely and
      professional manner and in the continuing best interests of the Company.
      Subject to the supervision and pursuant to the orders, advice, and
      direction of the Company, Ringold shall in his Position perform such
      duties as are customarily performed by one holding such a Position in
      other businesses or enterprises of the same or similar nature as that
      engaged in by the Company. Ringold shall additionally render such other
      and unrelated services and duties as may be reasonably assigned to him
      from time to time by the Board or Chief Executive Officer of the Company
      ("CEO"). Ringold's duties may be reasonably modified at the Board's or
      CEO's discretion from time to time. Ringold shall report directly to the
      CEO or to such other executive as the CEO or the Board may designate.

4.    Manner of Performance. Ringold shall at all times faithfully,
      industriously, and to the best of his ability, experience, and talent,
      perform all duties that may be required of and from him pursuant to the
      express and implicit terms hereof, to the reasonable satisfaction of the
      Company. Such duties shall be rendered at the abovementioned premises and
      at such other place or places as the Company shall in good faith require
      or as the interests, needs, business, and opportunities of the Company
      shall require or make advisable, except as otherwise specifically provided
      for herein.

5.    Loyalty to Company's Interests. Ringold shall devote all of his working
      time, attention, knowledge, and skill solely and exclusively to the
      business and interests of the Company, and the Company shall be entitled
      to all benefits, emoluments, profits, or other issues arising from or
      incident to any and all work, services, and advice of Ringold. Ringold
      expressly agrees that during the term hereof he will not be interested,
      directly or indirectly, in any form, fashion, or manner, as partner,
      officer, director, stockholder, advisor, employee, or in any other form or
      capacity, in any other business similar to employer's business or any
      allied trade, except that nothing herein contained shall be deemed to
      prevent or limit the right of Ringold to invest any of his surplus funds
      in the capital stock or other securities of any corporation whose stock or
      securities are publicly owned or which are regularly traded on any public
      exchange, provided however that Ringold shall not acquire a five percent
      (5%) or greater stake in any such company. Notwithstanding anything to the
      contrary, Ringold agrees hereby that he will not accept a position as a
      board member or advisor to more than one (1) outside entity without the
      express written consent of the Company and furthermore that such consent,
      even once having been given, may be revoked by the Company on ninety (90)
      calendar days written notice. In the case of any such revocation of
      consent, Ringold agrees to terminate his previously authorized association
      within ninety (90) calendar days. Notwithstanding anything to the
      contrary, Ringold may devote that portion of his time and energy to the
      business of any subsidiary of the Company or other related party as
      expressly approved by the board or CEO. In such case where such
      involvement with a related party is approved, nothing herein shall be
      understood to prevent Ringold from receiving compensation specific to such
      activity, either directly from the related entity or from the Company.

6.    Confidentiality of Proprietary Information. Ringold agrees, during and
      after the Term of his Employment, not to reveal confidential information,
      or trade secrets to any person, firm, corporation, or entity. Should
      Ringold reveal or threaten to reveal this information, the Company shall
      be entitled to an injunction restraining Ringold from disclosing same, or
      from rendering any services to any entity to whom said information has
      been or is threatened to be disclosed, the right to secure an injunction
      is not exclusive, and the Company may pursue any other remedies it has
      against Ringold for a breach or threatened breach of this condition,
      including the recovery of damages from Ringold. In addition, Ringold
      agrees that at his Termination for any reason, or at the expiration or
      Termination of his Employment according to this Agreement, he will
      promptly deliver to the Company or, at its written instruction, destroy,
      all documents, data, drawings, manuals, letters, notes, reports,
      electronic mail, recordings, and copies thereof, in his possession or
      control. The provisions of this Section shall survive the termination of
      this Agreement.


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7.    Confidentiality, Invention and Non-Compete Agreement. At or prior to the
      Effective Date, as a condition of this Agreement, in order to induce the
      Company to enter this Agreement and in return for the benefits conveyed
      hereby, Ringold shall reaffirm or enter into a separate agreement with the
      Company, in such form as is reasonably satisfactory to the Company, which
      separate agreement, (i) restricts Ringold from engaging in competition
      with the Company in regard to products then marketed, owned or under
      development by the Company, for a period of two years following the
      Termination of employment; (ii) requires that Ringold maintain in
      confidentiality all confidential information, and that; (iii) subject to
      Minnesota Statute ss.181.78 provides that all inventions, original works
      of authorship, developments, improvements and trade secrets which he
      makes, conceives, learns or reduces to practice, either alone or jointly
      with others, during the period of Employment and which are related to or
      useful in the Company's business, or which result from tasks assigned by
      the Company or from use of Company confidential information or facilities,
      are the sole property of the Company, and that he will assist the Company
      in obtaining and enforcing any copyrights, patents, or other intellectual
      property rights relating thereto in any and all countries both during his
      Employment and beyond the Termination thereof. Pursuant to Minnesota
      Statute ss.181.78 the foregoing assignment does not apply to an invention
      for which no equipment, supplies, facility or trade secret information of
      the Company was used and which was developed entirely on Ringold's own
      time, and (1) which does not relate (a) directly to the business of the
      Company or (b) to the Company's actual or demonstrably anticipated
      research or development, or (2) which does not result from any work
      performed by Ringold for the Company.

      The parties agree that such provisions as set forth in a separate
      agreement shall survive termination of this Agreement and Termination of
      Ringold's employment for any reason. If Ringold's assistance is needed
      when he is not employed by the Company, the Company shall compensate
      Ringold for his assistance at a rate of seventy five ($75) dollars per
      hour, and shall, in addition, reimburse Ringold for any direct expenses he
      incurs in connection with providing such assistance.

8.    Termination of Employment. Employment is effective and commences on the
      Effective Date and shall continue for three years (thirty six consecutive
      months) or until otherwise terminated hereunder ("Termination"). With or
      without good cause, the Company may terminate Ringold's Employment at any
      time, without prior notice, which Termination becomes effective
      immediately upon written notice to Ringold. For purposes of this
      Agreement, good cause ("Good Cause") shall be understood to be any of the
      following: (i) Ringold's willful refusal to or failure to follow
      directives of the Board or Chief Executive Officer which are lawful,
      reasonable, and consistent with Ringold's Position, and which is not cured
      within fifteen (15) business days after written notice from the Company
      and which results in or causes a material adverse effect on the Company;
      (ii) conviction or plea of nolo contendere to a felony; (iii) a formal
      criminal charge or arrest for a crime involving moral turpitude which
      could result in substantial damage or embarrassment to the Company; or,
      (iv) Ringold has engaged in conduct that constitutes willful gross
      misconduct with regard to his employment duties, such gross misconduct
      resulting in economic harm or loss to the Company, provided that (1) for
      purposes of determining whether conduct constitutes willful gross
      misconduct, no act on Ringold's part shall be considered "willful" unless
      done by Ringold in bad faith or without reasonable belief that such action
      was in the best interests of the Company and (2) Ringold has been given
      written notice by the Company of said violation of this Section and a
      reasonable opportunity to cure said violation. Termination for any other
      reason whatsoever, including Ringold's death or Permanent Disability (as
      hereinafter defined) shall be considered Termination without good cause
      ("Without Good Cause"). Ringold may voluntarily elect to terminate his
      Employment ("Voluntary Resignation") at any time, which Termination
      becomes effective immediately upon written notice to the Company. Ringold
      may also resign and terminate his employment for good reason ("Resignation
      for Good Reason") where good reason ("Good Reason") shall be understood to
      be any of the following: (i) a demotion such that Ringold's job duties are
      substantially diminished, provided however that a reduction in the number
      of hours worked shall not by itself be considered a demotion; (ii)
      Ringold's base salary ("Base Salary"), as provided for hereby, is reduced
      by more than 10%, provided however that a change in value of any stock
      options granted or vested, which change in value results from open market
      changes in the price or value of the underlying security (the common
      stock) shall not by itself constitute such a reduction in compensation;
      (iii) the Company materially breaches this Agreement; (iv) the Company
      relocates Ringold to an office more than thirty (30) miles from the office
      location initially given herein, which relocation is for a period greater
      than seven (7) calendar days or which relocation is for a period greater
      than thirty (30) calendar days in any 365 calendar day period, except in
      the case where such relocation is with Ringold's express, written and
      prior approval; (v) the Company officially notifies Ringold that the
      Company will take any of the actions listed above; or, (vi) there is a
      "Change in Control" as defined in "Appendix A" attached hereto.
      Notwithstanding anything to the contrary, any event that would otherwise
      be considered to constitute reason for Resignation for Good Reason shall
      cease to be considered such if: (i) Ringold does not terminate employment
      within sixty (60) calendar days after such event occurs; or (ii) the
      Company reverses the action or cures the default or condition that
      constitutes Good Reason within fifteen (15) business days after having
      received written notice by Ringold of his belief that Good Reason exists
      and of his intention to terminate his employment by Resignation for Good
      Reason, which fifteen (15) business day notice shall be required in the
      case of Resignation for Good Reason.


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9.    Benefits Upon Termination. In each and every case of Termination, Ringold
      shall immediately receive: (i) prompt payment of any earned but unpaid
      Base Salary or Amended Base Salary as then in effect, whichever is
      greater; (ii) a prorata amount of any bonus and/or incentive plan
      compensation due Ringold based on his or the Company's performance up
      until and at the date of Termination pursuant to any bonus and/or
      incentive compensation plan in effect at the time of Termination; (iii)
      any outstanding expense reimbursements then owed; and, (iv) any other
      unpaid vested amounts or benefits then due Ringold under any Company
      benefit plan. Ringold shall, in addition, be entitled to the following:

      A.    Termination for Good Cause. If Ringold is Terminated for Good Cause
            then, except as otherwise specifically provided for hereby,
            Ringold's salary and benefits shall end and terminate immediately.
            If Ringold is Terminated for Good Cause then Ringold shall keep all
            those Options that have become exercisable ("Vested") on the date of
            Termination according to the schedule hereinafter provided and
            defined, and shall have three hundred sixty-five (365) calendar days
            to exercise said Vested Options. Those Options which would otherwise
            have Vested and become exercisable on any future date shall
            immediately cease to exist as issued options, having immediately
            reverted to the Company. Notwithstanding anything to the contrary,
            Ringold shall, at a minimum, have Vested not less than one hundred
            thousand (100,000) Options of the Options provided for according to
            the schedule hereinafter provided and defined, and the Company
            agrees to take whatever action is required to make such minimum
            number of additional Options Vested to the extent, if any, that at
            least 100,000 of said Options have not otherwise Vested. Ringold
            shall have 365 calendar days from Termination to exercise said
            Options Vested according to this provision

      B.    Termination Without Good Cause. If Ringold is Terminated Without
            Good Cause then Ringold shall keep all those Options that have on
            the date of Termination Vested and shall in addition, provided
            Ringold first executes and does not rescind a reasonable full and
            final release of claims agreement, excluding claims relating
            directly to benefits on Termination as provided for in this
            Agreement, in favor of the Company (the form of which will be
            provided by the Company), receive as Vested Options all those
            Options which would otherwise have Vested over the course of the
            twenty four (24) months immediately following said Termination had
            Ringold remained an employee during that twenty four (24) month
            period. Ringold shall have 365 calendar days from Termination to
            exercise said Options Vested according to this provision. Those
            Options which would otherwise have Vested on any future date beyond
            twenty four (24) months immediately following Termination Without
            Good Cause shall immediately cease to exist as issued options,
            having immediately reverted to the Company. In addition, Ringold
            shall continue to receive his health benefits and then present
            salary or Base Salary (whichever salary is greater) each for a
            period of twenty four (24) months following Termination, the salary
            payable periodically but no less often than monthly, in
            substantially equal amounts, in accordance with the Company's
            payroll practices from time to time in effect, and shall be subject
            to withholdings required by federal, state and local laws.

      C.    Voluntary Resignation. Should Ringold voluntarily resign and thus
            terminate his employment then Ringold shall keep all those Options
            that have on the date of Termination Vested and shall have thirty
            (30) calendar days to exercise said Vested Options. Except as
            otherwise provided for herein, those Options which would otherwise
            have Vested on any future date shall immediately cease to exist as
            issued options, having immediately reverted to the Company. Should
            Ringold voluntarily resign and thus terminate his employment then,
            except as otherwise specifically provided for hereby, Ringold's
            salary and benefits shall end and terminate immediately.


<PAGE>

      D.    Resignation for Good Reason. Should Ringold terminate his employment
            as a result of Resignation for Good Reason (as defined herein) then
            Ringold shall keep all those Options that have on the date of
            Termination Vested according to the schedule hereinafter provided
            and defined, and shall in addition, provided Ringold first executes
            and does not rescind a reasonable full and final release of claims
            agreement in favor of the Company (the form of which will be
            provided by the Company), receive as Vested Options all those
            Options which would otherwise have Vested over the Term. Ringold
            shall have 365 calendar days from Termination resulting from
            Resignation for Good Reason to exercise said Options Vested
            according to this provision. In addition, Ringold shall continue to
            receive his health benefits and then present salary or Base Salary
            (whichever salary is greater) each for a period of twenty four (24)
            months following Termination, the salary payable periodically but no
            less often than monthly, in substantially equal amounts, in
            accordance with the Company's payroll practices from time to time in
            effect, and shall be subject to withholdings required by federal,
            state and local laws. Notwithstanding anything to the contrary in
            this Agreement, if a Change in Control is the basis for Resignation
            for Good Reason, Ringold may elect, at his sole option, to receive
            such entire twenty four months continuing salary in a lump sum
            payable within fourteen (14) days of his Resignation for Good Reason
            becoming effective or, in the case of a merger or similar
            transaction, a lump sum payable simultaneous with the closing of
            such merger or similar transaction.

10.   Additional Option to Terminate Employment on Permanent Disability or Death
      of Ringold. Notwithstanding anything to the contrary, the Company is
      hereby granted the option to immediately terminate Ringold's Employment in
      the event that Ringold shall become Permanently Disabled, as the term
      "Permanently Disabled" is hereinafter defined. For purposes of this
      Agreement, Ringold shall be deemed to have become permanently disabled if,
      even with any available reasonable accommodation, during any year of the
      term hereof, because of ill health, physical or mental disability, or for
      other causes beyond his control, he shall have been continuously unable or
      unwilling or have failed to perform his essential job duties hereunder for
      sixty (60) consecutive calendar days, or if, during any year of the term
      hereof, even with any available reasonable accommodation, he shall have
      been unable or unwilling or have failed to perform his essential job
      duties for a total period of sixty (60) business days, whether consecutive
      or not. For the purposes hereof, the term "any year of the term hereof" is
      defined to mean any period of 12 consecutive calendar months. Ringold's
      employment will immediately terminate upon and in the case of his death.
      Termination upon death or Permanent Disability shall be Termination
      Without Good Cause for all purposes of this Agreement.

11.   Life Insurance. The Company may elect, at its sole discretion, to obtain
      "key man" or other life insurance or disability insurance on Ringold and
      may, at its sole discretion, designate the Company as either the sole or
      partial (in any percentage) beneficiary on said policy. Ringold agrees to
      cooperate with the Company in obtaining said insurance policy and further
      agrees to waive any physician/patient confidentiality privilege as may be
      required or arise as a result of said cooperation to the furtherance of
      this provision.

12.   Compensation. The Company shall compensate Ringold during the Term in the
      following manner:

      A.    Salary. The Company will pay Ringold a base salary at the annual
            rate of one hundred fifty thousand ($150,000.00) dollars ("Initial
            Base Salary"), payable periodically but no less often than monthly,
            in substantially equal amounts, in accordance with the Company's
            payroll practices from time to time in effect, and shall be subject
            to withholdings required by federal, state and local laws. The
            Company will review Ringold's salary at least once each year and
            may, at its sole discretion, increase Ringold's salary by providing
            additional salary above and beyond the Base Salary ("Amended Base
            Salary"). The Company shall provide a bonus plan whereupon by
            performance according to reasonable measures and milestones
            determined at the discretion of the Company's CEO, the Board or the
            Compensation Committee of the Board, Ringold may earn a bonus of up
            to fifty (50%) percent of his salary then in effect or, in the case
            of extraordinary performance, up to one hundred (100%) percent of
            his salary then in effect, and may similarly elect to include
            Ringold in any incentive plan subsequently approved and implemented.
            Except as specifically provided for herein, nothing shall be
            construed so as to obligate the Company to provide year-end bonuses
            or incentive plan participation for Ringold.


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      B.    Stock Option. The Company will grant to Ringold as of the Effective
            Date, options to purchase 180,000 shares ("Option" or "Options") of
            the Company's $0.01 par value common stock ("Common Stock").

            i.    The Option shall be for a term of five (5) years, adjusted if
                  necessary as to quantity and price to account for any stock
                  splits, recombinations, stock dividends or similar and shall
                  be subject to the terms and conditions of the qualified stock
                  option plan approved at the Company's annual meeting on July
                  14, 2003 (the "Plan"). The exercise price of the Option shall
                  be set at the fair market value (mean of the high and low
                  price on the day immediately preceding the Effective Date,
                  rounded up to the nearest whole increment of $0.05) of the
                  Common Stock as reported on the OTC Bulletin Board, namely
                  five and 05/100 ($5.05) dollars per share of Common Stock.

            ii.   Provided that Ringold remains an employee of the Company, the
                  Option shall become exercisable as follows:

                  a.    20,000 on October 1, 2004
                  b.    20,000 on January 1, 2005
                  c.    20,000 on April 1, 2005
                  d.    20,000 on July 1, 2005
                  e.    20,000 on October 1, 2005
                  f.    20,000 on January 1, 2006
                  g.    20,000 on April 1, 2006
                  h.    20,000 on July 1, 2006
                  i.    20,000 on October 1, 2006

            iii.  Notwithstanding anything to the contrary the terms and
                  conditions of the Option shall be governed by the Plan and by
                  an "Incentive Stock Option Agreement" to be executed between
                  the Company and Ringold on or prior to the Effective Date.

      C.    Executive-Level Employee Benefits. Ringold will be entitled to
            participate in all medical, dental, life, short-term disability,
            long-term disability, 401k plan, paid time off, and other such
            benefit plans as are from time to time made available to other
            executive-level employees of the Company, subject to the provisions
            of those programs. Without limiting the generality of the foregoing,
            and notwithstanding anything to the contrary, the Company will
            provide Ringold and his dependents with basic health and medical
            benefits on the terms that such benefits are provided to other
            executive-level employees of the Company. Ringold will also be
            entitled to holidays, sick leave and vacation in accordance with the
            Company's policies as then in effect, but in no event shall Ringold
            be entitled to less than three (3) weeks paid vacation per year.
            Executive-level employee benefits under this Section 12(D) shall
            include a right to incentive compensation, bonus compensation or
            profit sharing which shall be available to Ringold under additional
            provisions to be determined by the Company.

      D.    Incentive and/or Bonus Compensation. Nothing herein shall be
            understood to compel or prevent the Company from providing
            additional, specific incentive and/or bonus compensation to Ringold
            based on performance as may be agreed between the parties in writing
            from time to time.

13.   Expenses. The Company will promptly reimburse Ringold, in accordance with
      the Company's policies and practices in effect from time to time, for all
      expenses reasonably incurred by Ringold in performance of Ringold's duties
      under this Agreement, including reimbursement for miles driven by Ringold
      in furtherance of the Company's business ("Business Mileage").
      Reimbursement for Business Mileage shall be at the standard mileage rate
      allowed by the Internal Revenue Service ("IRS") as set forth in the
      appropriate IRS publication. Business mileage does not include commuting
      from Ringold's residence to Ringold's primary place of work. Ringold is
      responsible for proper substantiation and reporting of Business Mileage
      and/or actual expenses.

14.   Golden Parachute Gross-Up Upon Change In Control.

      In the case where Ringold's option vesting accelerates as a result of a
      Change In Control (as defined in Appendix A), then:


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      A.    If Ringold's aggregate payments and benefits under this Agreement
            and all other contracts, arrangements, or programs would constitute
            an excess parachute payment under Section 280G of the Internal
            Revenue Code and the regulations there under, as determined in good
            faith by the Company's independent auditors, Ringold will receive a
            gross-up payment. The gross-up amount will be an amount that, after
            payment by Ringold of all income, payroll, and excise taxes on the
            gross-up payment, equals any excise taxes Ringold must pay under
            Internal Revenue Code Section 4999.

      B.    All determinations needed to apply this Section shall be made in
            good faith by the Company's independent auditors. The independent
            auditors will assume that Ringold pays federal, state, and local
            income taxes at the highest marginal tax rate in the calendar year
            in which the gross-up payment is to be made, net of the maximum
            reduction in federal income taxes that could be obtained from
            deduction of those state and local taxes.

      C.    If Ringold's gross-up payment turns out to have been insufficient
            (for example, because Ringold receives payments that were not
            expected when the gross-up payment was calculated), the Company will
            pay Ringold an additional gross-up payment that, on an after tax
            basis, is sufficient to cover both the extra Internal Revenue Code
            Section 4999 excise taxes owed by Ringold and any interest,
            penalties, or additions he must pay because of the miscalculation of
            his excise tax liability. If Ringold receives a gross-up payment
            that turns out to have been excessive, Ringold shall pay the Company
            the excise tax included in the gross-up that he did not, in fact,
            have to pay, the federal, state and local income and payroll tax
            gross-up he received with respect to that excise tax amount (to the
            extent that he is allowed a federal, state, or local income tax
            deduction with respect to the repayment), and interest on the amount
            he must repay at the rate provided in Internal Revenue Code Section
            1274(b)(2)(B).

      D.    Ringold and the Company agree to cooperate with each other to
            resolve any administrative or judicial proceedings concerning the
            existence or amount of excess parachute payments with respect to
            payments or benefits Ringold receives.

      E.    Notwithstanding anything to the contrary, the Company's total
            obligation to Ringold under this Section 12 and any provision
            thereof shall not exceed five hundred thousand ($500,000) dollars.

15.   Assistance in Litigation. Ringold shall, upon reasonable notice, furnish
      such information and proper assistance to the Company as it may reasonably
      require in connection with any litigation in which it is, or may become, a
      party either during or after Employment. The provisions of this Section
      shall survive the termination of this Agreement. If Ringold's assistance
      is needed when he is not otherwise Employed by the Company, the Company
      shall compensate Ringold for his assistance at a rate of seventy five
      ($75) dollars per hour, and shall, in addition, reimburse Ringold for any
      direct expenses he incurs in connection with providing such assistance.

16.   Successors; Binding Agreement; Assignment. The Company shall require any
      successor (whether direct or indirect, by purchase, merger, consolidation
      or otherwise) to all or substantially all of the business or assets of the
      Company to expressly assume and agree in writing to perform this Agreement
      in the same manner and to the same extent that the Company would be
      required to perform it if no such succession had taken place, provided
      that Ringold must be given a position with the same authority, powers and
      responsibilities set forth herein with respect to the subsidiary or
      subdivision which operates the business of the Company as it exists on the
      date of such business combination. The Company may not assign this
      Agreement, (i) except in connection with, and to the acquirer of, all or
      substantially all of the business or assets of the Company, provided such
      acquirer expressly assumes and agrees in writing to perform this Agreement
      as provided in this Section. Ringold may not assign his rights or delegate
      his duties or obligations under this Agreement.

17.   Waiver Or Discharge. No provisions of this Agreement may be modified,
      waived or discharged orally, but only by a waiver, modification or
      discharge in writing signed by Ringold and such officer as may be
      designated by the Board to execute such a waiver, modification or
      discharge. No waiver by either party hereto at any time of any breach by
      the other party hereto of, or failure to be in compliance with, any
      condition or provision of this Agreement to be performed by such other
      party shall be deemed a waiver of similar or dissimilar provisions or
      conditions at the time or at any prior or subsequent time. No agreements
      or representations, oral or otherwise, express or implied, with respect to
      the subject matter hereof have been made by either party which are not
      expressly set forth in this Agreement.


<PAGE>

18.   Representations and Warranties.

      A.    Ringold warrants and represents to the Company that the execution,
            delivery and performance of this Agreement by Ringold will not
            result in or constitute a breach of or conflict with any term,
            covenant, condition or provision of any commitment, contract or
            other agreement or instrument, including without limitation, any
            other employment agreement to which Ringold is or has been a party.

      B.    The Company warrants and represents to Ringold that the execution,
            delivery and performance of this Agreement have been duly and
            validly authorized and approved by all necessary corporate action;
            and this Agreement constitutes the legal, valid and binding
            obligation of the Company, enforceable in accordance with its terms.

16.   Binding Agreement. This Agreement shall be binding upon the Company and
      its successors and assigns and shall inure to the benefit of Ringold and
      Ringold's heirs, executors and administrators.

17.   Severability. If any provision or provisions of this Agreement shall be
      held to be invalid, illegal or unenforceable for any reason whatsoever.

      A.    The validity, legality and enforce ability of the remaining
            provisions of this Agreement (including without limitation, each
            portion of any Section of this Agreement containing any such
            provision held to be invalid, illegal or unenforceable) shall not in
            any way be effective or impaired thereby; and,

      B.    To the fullest extent possible, the provisions of this Agreement
            (including, without limitation, each provision of any section of
            this Agreement containing any such provision held to be invalid,
            illegal or unenforceable) the portion so held invalid, unenforceable
            or void shall, if possible, be deemed amended or reduced in scope,
            or otherwise be stricken from this Agreement to the extent required
            for the purposes of validity and enforcement thereof and so as to
            give effect to the intent manifested by the provisions held invalid,
            illegal or unenforceable.

18.   Headings. The headings of this Agreement are inserted for convenience only
      and shall not be deemed to constitute part of this Agreement or to affect
      the construction thereof.

19.   Counterparts. This Agreement may be executed in one or more counterparts,
      each of which shall be deemed to be an original but all of which together
      shall constitute the same instrument.

20.   Disputes. Any dispute arising under or relating to this Agreement shall be
      settled by binding arbitration in accordance with the rules of the
      American Arbitration Association. Such arbitration proceedings shall be
      conducted in the State of Minnesota in Hennepin County and judgment upon
      the award rendered may be entered in any court of competent jurisdiction.

21.   Indemnification. The Company agrees to fully indemnify Ringold for any
      costs, legal expenses, fees, fines, judgments or other expenses of any
      kind that he may incur as a result of any actions he rightfully takes (or
      is alleged to have taken) in the course and scope of his employment with
      the Company subject to the limitations of Minnesota Statutes 302A.521.
      This provision shall apply in every specificity to any action taken or
      alleged to have been taken from the time of Ringold's first employment by
      the Company through the entire Term of this Agreement. The provisions of
      this Section shall survive the termination of this Agreement.

22.   Directors and Officers Liability. The Company shall obtain and maintain a
      Directors and Officers liability insurance policy, providing coverage in
      such amount as the Board determines to be fiscally prudent, which policy
      shall cover Ringold during the entire term of his employment and which
      coverage is not less than that provided to any other Director or Officer
      at a cost to the Company acceptable to the Board. Such liability coverage
      shall effectively cover acts that occur during Ringold's employment and
      following the Termination thereof.


<PAGE>

23.   Notice. Any notice to be given hereunder shall be given in writing. Notice
      shall be deemed to be given when delivered by hand, or 5 calendar days
      after being mailed, postage prepaid, registered with return receipt
      requested, addressed to the address set forth below or the then current
      address of Ringold or the principal office of the Company:

         If to the Company:
         1650 West 82nd Street, Suite 1200
         Bloomington, MN  55431

         If to Ringold:
         Richard W. Ringold

         --------------------------

         --------------------------

24.   Governing Law. This Agreement shall be governed by and interpreted in
      accordance with the laws of the State of Minnesota, without regard to
      conflicts of law provisions.

25.   Entire Agreement. This Agreement contains the entire agreement between the
      parties with respect to the Employment of Ringold by the Company and
      supersedes any and all prior understandings, agreements or correspondence
      between the parties.

EACH PARTY ACKNOWLEDGES THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE
COMPANY AND RINGOLD RELATING TO THE SUBJECTS COVERED IN THIS AGREEMENT ARE
CONTAINED IN IT AND THAT EACH PARTY HAS ENTERED INTO THIS AGREEMENT VOLUNTARILY
AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OR RINGOLD
OTHER THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF.

EACH PARTY FURTHER ACKNOWLEDGES THAT THEY HAVE CAREFULLY READ THIS AGREEMENT,
THAT THEY UNDERSTAND ALL OF IT, AND THAT EACH HAS BEEN GIVEN THE OPPORTUNITY TO
DISCUSS THIS AGREEMENT WITH LEGAL COUNSEL AND HAVE AVAILED THEMSELVES OF THAT
OPPORTUNITY TO THE EXTENT EACH WISHED TO DO SO.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Execution
Date first written above.

GELSTAT CORPORATION                     RINGOLD

BY:    /s/  Stephen C. Roberts          BY:   /s/ Richard Ringold
       -----------------------                --------------------
       Stephen C. Roberts                     Richard Ringold
       Chief Executive Officer


<PAGE>

                                   Appendix A
                                Change in Control

      1. "Change in Control" means one of the following events, except as
provided in Section 2 of this Appendix:

      (a) Acquisition of Controlling Interest. Any Person becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing 51% or
more of the combined voting power of the Company's then outstanding securities
in connection with a merger or otherwise; provided, however, this shall not
apply to securities issued in connection with, or pursuant to, securities of the
Company outstanding as of the date hereof.

      (b) Merger Approved. The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation unless the voting
securities of the Company outstanding immediately before the merger or
consolidation would continue to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least 51% of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation.

      (c) Sale of Assets. The stockholders of the Company approve an agreement
or series of agreements for the Company's sale or disposition to one or more
Persons of at least 70% of the Company's tangible assets provided, however, this
shall not apply to the sale or transfer of assets to any Person in which the
Corporation or existing shareholders of the Corporation control at least 51% of
the combined voting power of the voting securities of said Person immediately
following such transfer or sale of assets.

      (e) Liquidation or Dissolution. The stockholders of the Company approve a
plan or proposal for liquidation or dissolution of the Company.

      2. "Change in Control" shall not include: any acquisition of the Company
by Ringold or a group of which Ringold is a member.

      3. As used in this Appendix A,

      "Beneficial Owner" has the meaning set forth in Rule 13d-3 under the
      Securities Exchange Act.

      "Person" has the meaning given in Securities Exchange Act Section 3(a)(9),
      as modified and used in Securities Exchange Act Section 13(d), and shall
      include a "group," as defined in Rule 13d-5 promulgated thereunder.
      However, a "person" shall not include: (i) the Company or its Affiliates
      (as that term is defined in Rule 405 of Regulation C under the Securities
      Act); (ii) a trustee or other fiduciary holding securities under any
      employee benefit plan of the Company, or its Affiliates (iii) an
      underwriter temporarily holding securities pursuant to an offering; or
      (iv) a corporation owned, directly or indirectly, by the stockholders of
      the Company in substantially the same proportions as their ownership of
      shares of the Company.

      "Securities Act" means the Securities Act of 1933.

      "Securities Exchange Act" means the Securities Exchange Act of 1934.