Executive Agreement

Executive Agreement


                                                                   Exhibit 10(a)


                               EXECUTIVE AGREEMENT


THIS AGREEMENT IS MADE this 1st day of May, 1998 between Genetic Laboratories
Wound Care, Inc., a Minnesota Corporation (hereinafter called the "Company") and
Arthur A. Beisang (Executive and Chief Executive Officer) (hereinafter called
the "Executive").


1.  DUTIES:

              The Company hereby employs the Executive as Chief Executive
              Officer (CEO) of the Company. His powers and duties in that
              capacity to be such as may be determined by the Company's Board of
              Directors are described below. During the term of this Agreement,
              the Executive may also serve in such other offices of the Company
              which he may be elected or appointed to by the Board of Directors.
              Although the Executive will spend the majority of his working time
              in the employ of the Company, the company recognizes that the
              Executive is simultaneously employed by other companies, and that
              the Executive has agreed to sell his interest in any
              cardiovascular products developed in the future to Bio-Vascular,
              Inc., for five percent (5%) royalties on the net sales of any such
              product or invention. The Company shall pay to the Executive a
              base salary in bi-weekly installments as set forth in Section 3
              hereof.

2.  TERM:

              This Agreement shall be effective from the date hereof through
              April 30, 2001, and may be terminated prior to said expiration
              date only upon the occurrence of one or more of the following
              events:

       A.     By mutual written agreement of the Company and the Executive;

       B.     By the Executive at any time upon at least 60 days' prior written
              notice to the Company;

       C.     Immediately upon the Executive's death;

       D.     By the Executive, upon occurrence of any of the Material
              Employment Changes events as set forth in Section 9 hereof, which
              termination shall require the Company to pay the Severance Payment
              set forth therein; or

       E.     At the Company's option upon the Executive's conviction of a
              felony arising out of any acts or omissions of the Executive
              committed during the term of this Agreement.




3.  COMPENSATION:

              As his base monetary compensation for his 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 $70,600 per year plus a bonus plan and deferred
              compensation. 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.

4.  VACATION:

              The Executive shall be entitled to six (6) weeks of vacation
              during each year. Said vacation is to be taken at the Executive's
              discretion.

5.  BENEFITS:

       A.     The Company shall maintain a medical insurance program for all
              employees and the Company shall be responsible for all premiums
              for the Executive and his spouse. In the event of termination for
              any reason, the Executive and his spouse shall be included in the
              Company's medical and dental insurance plans by the Executive
              making monthly payments equal to that incurred by the Company for
              its employees in their current medical and dental insurance plan;

       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.

6.  ARBITRATION:

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




7.  NOTICE:

              Any notice required to be given pursuant to the provisions of the
              Agreement shall be in writing and delivered personally or by
              registered or certified mail.

8.  COVENANT NOT TO COMPETE:

              The Executive agrees that during his employment by the Company and
              for a period of one year after termination of the Employment
              Period he shall not, without prior written consent of the Company,
              directly or indirectly, and whether as principal or as agent,
              officer, director, employee, consultant, or otherwise, alone or in
              association with any other person, carry on, be engaged,
              concerned, or take part in, render services to, or own, share in
              the earnings of or invest in the stocks, bonds or other securities
              of any company engaged in the Employer's current business or
              reasonably contemplated business activities provided, however,
              that the Executive may invest in stocks, bonds, or other
              securities of any Similar Business (but without otherwise
              participating in such Similar Business) if: (i) such stocks,
              bonds, or other securities are publicly traded; (ii) his
              investment does not exceed, in the case of any class of the
              capital stock of any one issuer, one percent (1%) of the issued
              and outstanding shares, or in the case of bonds or other
              securities, one percent (1%) of the aggregate principal amount
              thereof issued and outstanding; and (iii) such investment would
              not prevent, directly or indirectly, the transaction of business
              by the Company.

9.  MATERIAL EMPLOYMENT CHANGES:

              The Executive shall be entitled to terminate his employment upon
              at least five days prior written notice to the Company upon the
              occurrence of any of the following events: (i) a change in
              majority ownership or control of the Company which occurs as the
              result of a merger; a sale of all or substantially all of the
              Company's assets; or the acquisition of a majority of the
              Company's outstanding stock by a single party or a group acting in
              concert; (ii) any attempted termination of the Executive's
              employment by the Company prior to expiration or not in accordance
              with any termination event as set forth in Section 2; or (iii) any
              material diminution of, or any adverse change occurs in the terms
              or conditions of the Executive's employment duties,
              responsibilities or authority, except for any isolated,
              unsubstantial, inadvertent matter not occurring in bad faith,
              which is remedied by the Company within 30 days of receipt of
              notice by the Executive. In the event of such termination by the
              Executive, the Company shall immediately pay the Executive
              (without discount or offset) a Severance Payment equal to the
              gross base compensation otherwise payable to the Executive over
              the remaining term of the Agreement under Section 2. The
              Executive's rights under this Section 9 shall not limit any other
              rights he has in the event of a breach of any provision of this
              Agreement by the Company.




10.  RESEARCH AND INVENTIONS:

              This Agreement recognizes that the Executive is simultaneously
              employed by more than one company. Therefore, the Company
              recognizes that the Executive is, and intends to remain, an
              Executive in other public and private companies, and has entered
              into other employment agreements as such. The Executive has a
              history of successful medical inventions and products and the
              parties agree that the Executive's base and incentive pay is
              directly related to his Executive duties, and not for research
              leading to the invention of new products or patents. Further, the
              Executive and the Company recognize the Executive's right to sell
              and assign such rights to corporate entities including the Company
              and companies other than the Company.

11.  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.

12.  EXPENSES:

              The Company will reimburse the Executive for reasonable business
              expenses incurred on behalf of the Company.

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


ATTEST:                                  GENETIC LABORATORIES WOUND
                                         CARE, INC.

/s/Arthur A. Beisang                     /s/ John H. Olson
- ------------------------------------     ---------------------------------------
Arthur A. Beisang                        John H. Olson
Chief Executive Officer                  Director Compensation Committee
                                         Member

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


Notary

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