EXHIBIT 10.14 SENIOR EXECUTIVE SEVERANCE AGREEMENT

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EXHIBIT 10.14

SENIOR EXECUTIVE SEVERANCE AGREEMENT

AGREEMENT made as of this 4th day of June, 2004 by and between Medwave,

Inc., a Delaware corporation with its principal place of business at 435 Newbury

Street, Suite 206, Danvers, Massachusetts 01923 (the "Company"), and Timothy J.

O'Malley of 19 Pheasant Lane, Topsfield, Massachusetts 01983 (the "Executive").

1. Purpose. The Company considers it essential to the best interests of its

stockholders to foster the continuous employment of key management personnel.

The Board of Directors of the Company (the "Board") recognizes, however, that,

as is the case with many publicly held corporations, the uncertainty and

questions which may arise among management in connection with a Change in

Control (as defined in Section 2 hereof) may result in the departure or

distraction of management personnel to the detriment of the Company and its

stockholders. Therefore, the Board has determined that appropriate steps should

be taken to reinforce and encourage the continued attention and dedication of

members of the Company's management, including the Executive, to their assigned

duties without distraction in the face of potentially disturbing circumstances

arising from the possibility of a Change in Control. Nothing in this Agreement

shall be construed as creating an express or implied contract of employment and,

except as otherwise agreed in writing between the Executive and the Company, the

Executive shall not have any right to be retained in the employ of the Company.

2. Change in Control. A "Change in Control" shall be deemed to have occurred

in any one of the following events:

(a) any "person," as such term is used in Sections 13(d) and 14(d) of

the Securities Exchange Act of 1934, as amended (the "Act") (other than the

Company, any of its subsidiaries, or any trustee, fiduciary or other person or

entity holding securities under any employee benefit plan or trust of the

Company or any of its subsidiaries), together with all "affiliates" and

"associates" (as such terms are defined in Rule 12b-2 under the Act) of such

person, shall become the "beneficial owner" (as such term is defined in Rule

13d-3 under the Act), directly or indirectly, of securities of the Company

representing 30% or more of either (A) the combined voting power of the

Company's then outstanding securities having the right to vote in an election of

the Company's Board ("Voting Securities") or (B) the then outstanding shares of

the Company's common stock, $0.01 par value per share ("Common Stock") (other

than as a result of an acquisition of securities directly from the Company); or

(b) persons who, as of the date hereof, constitute the Company's

Board (the "Incumbent Directors") cease for any reason, including, without

limitation, as a result of a tender offer, proxy contest, merger or similar

transaction, to constitute at least a majority of the Board, provided that any

person becoming a director of the Company subsequent to the date hereof shall be

considered an Incumbent Director if such person's election was approved by or

such person was nominated for election by a vote of at least a majority of the

Incumbent Directors (or by a nominating committee, if a majority of its members

are Incumbent Directors); but provided further, that any such person whose

initial assumption of office is in connection with an actual or threatened

election contest relating to the election of members of the Board or other

actual or threatened solicitation of proxies or consents by or on behalf of a

person other than the Board, including by reason of agreement intended to avoid

or settle any such actual or threatened contest or solicitation, shall not be

considered an Incumbent Director; or

(c) the consummation of (A) any consolidation or merger of the Company

where the stockholders of the Company, immediately prior to the consolidation or

merger, would not, immediately after the consolidation or merger, beneficially

own (as such term is defined in Rule 13d-3 under the Act), directly or

indirectly, shares representing in the aggregate more than 50% of the voting

shares of the Company issuing cash or securities in the consolidation or merger

(or of its ultimate parent corporation, if any), or (B) any sale, lease,

exchange or other transfer (in one transaction or a series of transactions

contemplated or arranged by any party as a single plan) of all or substantially

all of the assets of the Company.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed

to have occurred for purposes of the foregoing clause (a) solely as the result

of an acquisition of securities by the Company which, by reducing the number of

shares of Common Stock or other voting securities outstanding, increases the

proportionate number of shares beneficially owned by any person to 30% or more

of either (A) the combined voting power of all of the then outstanding voting

securities or (B) the Common Stock; provided, however, that if any person

referred to in this sentence shall thereafter become the beneficial owner of any

additional shares of voting securities or Common Stock (other than pursuant to a

stock split, stock dividend, or similar transaction or as a result of an

acquisition of

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securities directly from the Company) and immediately thereafter beneficially

owns 30% or more of either (A) the combined voting power of all of the then

outstanding voting securities or (B) the Common Stock, then a "Change in

Control" shall be deemed to have occurred for purposes of the foregoing clause

(a).

3. Terminating Event. A "Terminating Event" shall mean any of the events

provided in this Section 3 occurring in connection with or subsequent to a

Change in Control as defined in Section 2:

(a) termination by the Company of the employment of the Executive with

the Company for any reason other than Cause. For purposes of this Section 3(a),

"Cause" shall mean: (i) conduct by Executive constituting a material act of

willful misconduct in connection with the performance of his duties, including,

without limitation, misappropriation of funds or property of the Company or any

of its affiliates other than the occasional, customary and de minimis use of

Company property for personal purposes; (ii) criminal or civil conviction or

indictment of Executive, a plea of nolo contendere by Executive or conduct by

Executive that would reasonably be expected to result in material injury to the

reputation of the Company if he were retained in his position with the Company,

including, without limitation, conviction of a felony involving moral turpitude;

(iii) continued, willful and deliberate non-performance by Executive of his

duties to the Company (other than by reason of Executive's physical or mental

illness, incapacity or disability) which has continued for more than thirty (30)

days following written notice of such non-performance from the Board; or (iv) a

violation by Executive of the Company's employment policies which has continued

following written notice of such violation from the Board; or

(b) termination by the Executive of the Executive's employment with the

Company for Good Reason. For purposes of this Section 3(b), "Good Reason" shall

mean that the occurrence of any of the following events: (i) a substantial

diminution or other substantive adverse change, not consented to by Executive,

in the nature or scope of Executive's responsibilities, authorities, powers,

functions or duties; (ii) any removal from Executive of his title of Chief

Executive Officer; (iii) an involuntary reduction in Executive's annual

compensation; (iv) the involuntary relocation of the Company's offices at which

Executive is principally employed or the involuntary relocation of the offices

of Executive's primary workgroup to a location more than thirty (30) miles from

such offices, or the requirement by the Company that Executive be based anywhere

other than the Company's offices at such location on an extended basis, except

for required travel on the Company's business to an extent substantially

consistent with Executive's business travel obligations; or (v) the failure of

the Company to obtain the agreement from any successor to the Company to assume

and agree to perform this Agreement as required by Section 16.

4. Severance Payment. In the event a Terminating Event occurs within 36

months after a Change in Control:

(a) the Company shall pay to the Executive an amount equal to three

times the sum of (i) the Executive's base salary immediately prior to the

Terminating Event (or immediately prior to the Change in Control, if higher) and

(ii) the Executive's highest annual bonus paid with respect to any of the three

years preceding the year of the Change in Control, payable in one lump-sum

payment on the Date of Termination, such payment to be expressly subject to the

Executive signing and delivering a release to the Company in the form attached

hereto as Exhibit A;

(b) the Company shall continue to provide health and dental insurance

coverage to the Executive, on the same terms and conditions as though the

Executive had remained an active employee, for 36 months after the Terminating

Event;

(c) all stock options and other equity awards theretofore granted or

issued to the Executive which are unvested immediately prior to the Terminating

Event shall, as a consequence of the Terminating Event, become fully vested, and

shall thereafter be fully exercisable by the Executive in accordance with their

respective terms; and

(d) the Company shall pay to the Executive all reasonable legal and

arbitration fees and expenses incurred by the Executive in obtaining or

enforcing any right or benefit provided by this Agreement, except in cases

involving frivolous or bad faith litigation.

5. Additional Limitation.

(a) Anything in this Agreement to the contrary notwithstanding, in

the event it shall be determined that any compensation, payment or distribution

by the Company to or for the benefit of the Executive, whether paid or payable

or distributed or distributable pursuant to the terms of this Agreement or

otherwise (the "Severance

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Payments"), would be subject to the excise tax imposed by Section 4999 of the

Internal Revenue Code of 1986, as amended (the "Code"), or any interest or

penalties are incurred by the Executive with respect to