EXECUTIVE EMPLOYMENT AGREEMENT


         THIS AGREEMENT IS MADE this 1st day of May, 1998 by and between Genetic
Laboratories Wound Care, Inc., a Minnesota Corporation (hereinafter called the
"Company") and H. James Thompson (President) (hereinafter called the
"Executive").

1.  DUTIES:

              The Company hereby employs the Executive as President of the
              Company, his powers and duties in that capacity to be such as may
              be determined by the Board of Directors. During the term of this
              Agreement, the Executive may also serve in such other offices of
              the Company to which he may be elected or appointed by the Board
              of Directors. The duties of the Executive shall include: the
              implementation of corporate polices and implementation of Company
              contracts in the areas of manufacturing, sales, and marketing in
              compliance with appropriate governmental regulatory agencies
              having jurisdiction over the Company's activities worldwide.

2.  COMPENSATION:

              As his base monetary compensation for his executive services to
              the Company during the term of this Agreement in whatever capacity
              rendered, the Company shall pay to the Executive in bi-weekly
              installments the sum of $99,600 per year. This compensation may be
              increased annually on the anniversary date of this Agreement,
              during the term hereof, at a rate equal to the increase in the
              consumer price index issued by the United States Department of
              Labor with July 1, 1996 acting as the base index equal to 100
              unless otherwise mutually agreed upon by the Executive and the
              Company. Additional compensation based upon the pre-tax profits of
              the Company may be paid annually to the Executive as incentive pay
              as determined by the Board of Directors' Compensation Committee.

3.  TERM:

              The term of this Agreement shall extend through April 30, 2001
              except as hereinafter provided.

       A.     With cause, the Company, on three days written notice to the
              Executive, may terminate this Agreement and, thereupon, the
              Company shall be obligated to pay the Executive his regular
              compensation up to the 30th day following the date of termination.
              The term "with cause" shall be defined only as the Executive's
              fraudulent activity or the commission of a felony or other offense
              involving moral terpitude or immoral conduct by the Executive on
              behalf of, or in connection with, Company activities.

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       B.     If the Executive is absent from his employment by reason of
              illness or any other incapacity for more than six consecutive
              weeks, the Company shall thereafter pay him fifty percent (50%) of
              his regular base compensation until the Executive is able to
              resume his duties. If his absence continues for six consecutive
              months, this Agreement shall automatically terminate without
              notice, but the Company shall be obligated to pay the Executive
              fifty percent (50%) of his regular compensation through the date
              of such termination.

       C.     The Executive may terminate this Agreement at anytime upon sixty
              (60) days notice to the Company, and the Company shall be
              obligated to pay him his regular compensation up to the date of
              termination.

4.  BENEFITS:

       A.     Fully paid family coverage (subject to applicable deductible
              amounts and limitations) under the Company's current group medical
              and dental plans or such comparable coverage as may be selected in
              the future;

       B.     Term life insurance in an amount at least equal to and comparable
              to the Executive's life insurance policy presently in force with
              policy ownership and proceeds payable as the Executive shall
              designate;

       C.     Disability insurance commensurate with such Executive insurance
              presently in force, with policy ownership payable as designated by
              the Executive;

       D.     A monthly automobile allowance to be mutually agreed upon by the
              parties.

       E.     Annual funding of a deferred compensation plan mutually agreed
              upon by the Executive and the Company.

5.  VACATIONS:

              The Executive shall be entitled to four weeks vacation during each
              year. Said vacation is to be taken at the Executive's discretion.

6.  EXPENSES:

              The Company shall reimburse the Executive for all authorized items
              of traveling, entertainment, and miscellaneous expenses incurred
              while away on business from the principal office of the Company or
              the office to which he is assigned, but reimbursement shall be
              made only for those items on a signed itemized list of such
              expenditures.

7.  COVENANT NOT TO DISCLOSE:

              The Executive shall not at any time during or after the
              termination of the employment period knowingly reveal, divulge or
              make known to any

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              person (other than the Company), or use for his own account any
              customer lists, trade secrets or formula, or secret or
              confidential information used by the Company prior to or during
              the term of his employment by the Company and made known (whether
              with the knowledge and permission of the Company, whether
              developed, devised or otherwise created in whole or in part by the
              efforts of the Executive and whether a matter of public knowledge
              unless as a result of authorized disclosure) to the Executive by
              reason of his employment by the Company. The Executive shall
              retain all such knowledge and information which he may acquire or
              develop during this employment by the Company concerning such
              lists, secrets, formula and information in trust for the sole
              benefit of the Company.

8.  COVENANT TO REPORT:

              The Executive shall promptly communicate and disclose to the
              Company all information concerning the business or affairs of the
              Company obtained by him in the course of his employment by the
              Company. All written materials, records and documents made by the
              Executive or coming into possession during the employment period
              concerning the business or affairs of the Company shall be the
              sole property of the Company and, upon termination of the
              employment period, or upon the request of the Company during the
              employment period, the Executive shall promptly deliver the same
              to the Company. The Executive agrees to render to the Company such
              reports of the activities undertaken by the Executive or conducted
              under the Executive's direction pursuant hereto during the
              employment period as the Company may reasonably request.

9.  LEGALITY:

              The parties covenant and agree that the provisions contained
              herein are reasonable and are not known or believed to be in
              violation of any federal or state law or regulation. In the event
              a court of competent jurisdiction finds any provision contained
              herein to be illegal or unenforceable, such court may modify such
              provision to make it valid and enforceable. Such modification
              shall not affect the remainder of this Agreement which shall
              continue at all times to be valid and enforceable.

10.  ARBITRATION:

              Any controversy or claim arising out of, or relating to, this
              Agreement of the breach thereof, shall be settled by arbitration
              in accordance with the rules then obtaining of the American
              Arbitration Association, and judgment upon the award rendered may
              be entered in any court having jurisdiction thereof. The Agreement
              shall be governed by and construed in accordance with the laws of
              the state of Minnesota.

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11.  NOTICE:

              Any notice required to be given pursuant to the provisions of the
              Agreement shall be in writing and sent by registered mail to the
              parties at the following addresses:


                         Company:     Genetic Laboratories Wound Care, Inc.
                                      2726 Patton Road
                                      St. Paul, Minnesota 55113

                       Executive:     H. James Thompson
                                      13625 Henna Court
                                      Apple Valley, Minnesota 55124

12.  ASSIGNMENT:

              This Agreement shall inure to the benefit of, and shall be binding
              upon, the Company, its successors, or assigns.

IN WITNESS WHEREOF, THE parties have hereunto executed this Agreement.

ATTEST:

/s/ Jim Thompson                         /s/ Arthur A. Beisang
- ------------------------------------     -------------------------------------
H. James Thompson                        Arthur A. Beisang
President                                Chief Executive Officer

5/1/98                                   5/1/98
- ------------------------------------     -------------------------------------
Date                                     Date


                                         /s/ John H. Olson
                                         ---------------------------------------
                                         John H. Olson
                                         Director Compensation Committee
                                         Member

                                         5/1/98
                                         ---------------------------------------
                                         Date


Notary

/s/ Rebecca J. Bierbalm      5/1/98
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