RETENTION AGREEMENT

EXHIBIT 10.2

RETENTION AGREEMENT

RECITALS:

A.

Employee is employed by the Company.

B.

Although the Company presently anticipates no change in control, the Board of Directors wishes to plan for such a possibility and to ensure Employee's continued dedication and efforts in such event without undue concern for personal financial and employment security.

C.

The parties hereto desire to fulfill the above purpose according to the terms set forth in this Agreement.

AGREEMENTS:

        In consideration for the mutual covenants set forth in this Agreement and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows:

1.

Definitions.    The following words and phrases as used in this Agreement shall have the following respective meanings.

a)

a termination of employment for Cause is a termination precipitated by Employee's:

i)

The Employee shall commit any breach or violation of any of the Employee's representations or covenants under this Agreement or under any employment agreement with the Company, which breach continues for a period of ten (10) days following notice thereof from the Company (except in the event of a breach of any provisions of this Agreement or of any employment agreement or other agreement relating to confidentiality, loyalty, noncompetition or noninducement, which shall require no notice to Employee prior to termination;

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ii)

The Employee shall willfully and continually fail to substantially perform Employee's duties with the Company (other than due to incapacity resulting from physical or mental illness) which failure has continued for at least 30 days following receipt by Employee of written notice specifying the failure to substantially perform;



iii)

The Employee shall willfully engage in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, which injurious conduct has continued for at least 30 days following Employee's receipt of written notice specifying the injurious conduct and offering Employee the opportunity to explain the conduct to the Board.



iv)

The Employee shall, in the performance of the Employee's duties under any employment agreement, engage in any act of misconduct, including misconduct involving moral turpitude, which is injurious to the Company;



v)

The Employee shall violate or willfully refuse to obey the lawful and reasonable instructions of the Board of the Company, provided that such instructions are not in violation of this Agreement or any employment agreement between the Employee and the Company.



vi)

The Employee shall become disabled during the Term (the Employee shall be deemed to be disabled if the Employee is unable to perform the material functions of Employee's position with the Company, with or without reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) consecutive days within any 180-day period).



vii)

The Employee shall die during the Term of this Agreement.



b)

A Change in Control shall be deemed to occur:



i)

if any person other than persons currently owning more than five percent of the Company's securities is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities;



ii)

upon the approval by the Company's stockholders and the consummation of a Transaction; or



iii)

if, during any period, members of the Incumbent Board cease for any reason to constitute at least a majority of the Board.

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Notwithstanding the foregoing, a Change in Control pursuant to subparagraphs (ii) and (iii) above shall not be deemed to occur if immediately following the consummation of a Transaction or other event approved by the Incumbent Board, holders of the Company's voting securities immediately prior to a Transaction either continue to own at least 50% of the combined voting power of the Company's then outstanding voting securities representing at least 50% of the combined voting power of each surviving entity after a Transaction.

c)

Termination of employment by Employee for Good Reason is a termination of employment due to the occurrence of any one of the following events or conditions:



i)

a material change in Employee's title, position or responsibilities which represents a substantial reduction of the title, position or responsibilities in effect immediately prior to the change; the assignment of Employee to a position which requires Employee to relocate permanently to a site outside of the Minneapolis-St. Paul metropolitan area; the assignment to Employee of any duties or responsibilities (other than due to a promotion) which are inconsistent with such title, position or responsibilities; or any removal of Employee from or failure to reappoint or reelect Employee to any of such positions, except in connection with the termination of employment for Cause, as a result of permanent disability (as determined by Employee's eligibility to receive disability benefits under any long-term disability plan the Company may then have in effect), as a result of Employee's death, or by Employee other than for Good Reason; or



ii)

any material breach by the Company of any provision of this Agreement.



d)

The Incumbent Board consists of the members of the Board of Directors of the Company as of the date of this Agreement, to the extent they continue to serve as Board members and any individual who becomes a Board member after the date of this Agreement if (i) his or her election or nomination as a director was approved by a vote of at least two thirds of the then incumbent Board and such person does not own more than 20% of the Company's securities, or (ii) such individual is a representative of an institutional investor than either owns less than 20% of the Company's securities or was represented on the Board as of the date of this Agreement.



e)

The Severance Period is the six-month period beginning on the date of termination of Employee's employment.



f)

A Transaction means a merger or consolidation, reorganization, distribution of assets to stockholders by spin-off, split-up or otherwise, a sale or disposition of all or substantially all of the Company's assets or a liquidation or dissolution of the Company.

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2.

Severance.

a)

Employee shall be entitled to receive from the Company severance benefits in the amount provided in subsection b. below, if in connection with a Change in Control or within one year after a Change in Control, Employee's employment with the Company is terminated; provided, however, that Employee will not be entitled to any severance benefit if Employee's termination of employment is (i) for Cause, or (ii) initiated by Employee for other than Good Reason. Notwithstanding any other provision of this Agreement, the consummation of a Transaction in itself shall not be deemed a termination of employment entitling Employee to severance benefits hereunder even if such event results in Employee being employed by a different entity which assumes the Company's obligations under this Agreement.

b)