MERIT MEDICAL SYSTEMS INC
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>4
<FILENAME>ex10no8.txt
<TEXT>

Exhibit 10.8  Employee Agreement between the Company and Fred P. Lampropoulos

                              EMPLOYMENT AGREEMENT


         AGREEMENT  by  and  between  Merit  Medical   Systems,   Inc.,  a  Utah
corporation (the "Company") and Fred P. Lampropoulos (the "Executive"), dated as
of the 1st day of April 1998.

         The Board of Directors of the Company (the "Board") has determined that
it is in the best interests of the Company and its  shareholders  to assure that
the Company will have the continued dedication of the Executive, notwithstanding
the possibility,  threat or occurrence of a Change of Control (as defined below)
of the Company.  The Board  believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal  uncertainties  and risks
created  by a pending  or  threatened  Change of Control  and to  encourage  the
Executive's  full attention and  dedication to the Company  currently and in the
event of any  threatened  or  pending  Change of  Control,  and to  provide  the
Executive with  compensation and benefits  arrangements upon a Change of Control
which ensure that the  compensation  and benefits  expectations of the Executive
will be satisfied and which are  competitive  with those of other  corporations.
The Board of  Directors  further  believes  it is  appropriate  to  provide  for
severance payments and benefits for the Executive in the event of termination of
employment  not  related  to  a  Change  of  Control  under  the   circumstances
hereinafter set forth. Therefore,  in order to accomplish these objectives,  the
Board has caused the Company to enter into this Agreement.


                               A G R E E M E N T:

         NOW, THEREFORE, it is hereby agreed as follows:

1.       Certain Definitions.

         (a) The  "Effective  Date"  shall  mean the  earlier  of the first date
during  the Change of Control  Period  (as  defined in Section  1(b)) on which a
Change of Control  (as  defined in  Section 2) occurs or the  termination  of an
Executive's employment unrelated to a Change of Control as provided in Section 5
hereof. Anything in this Agreement to the contrary notwithstanding,  if a Change
of  Control  occurs  and if the  Executive's  employment  with  the  Company  is
terminated prior to the date on which the Change of Control occurs, and if it is
reasonably demonstrated by the Executive that such termination of employment

                   (i) was at the  request of a third  party who has taken steps
reasonably calculated to effect a Change of Control; or

                   (ii) otherwise  arose in connection with or anticipation of a
Change of Control,  then for all purposes of this Agreement the "Effective Date"
shall  mean  the date  immediately  prior  to the  date of such  termination  of
employment.

         (b) The "Change of Control Period" shall mean the period  commencing on
the date  hereof  and  ending  on the  third  anniversary  of the  date  hereof;
provided,  however,  that commencing on the date one year after the date hereof,
and on  each  annual  anniversary  of such  date  (such  date  and  each  annual
anniversary  thereof shall be  hereinafter  referred to as the "Renewal  Date"),
unless   previously   terminated,   the  Change  of  Control   Period  shall  be
automatically  extended so as to terminate  three years from such Renewal  Date,
unless at least 60 days prior to the Renewal Date the Company  shall give notice
to the Executive that the Change of Control Period shall not be so extended.

                                       1
<PAGE>

2.       Change of  Control.  For the  purpose of this  Agreement,  a "Change of
Control" shall mean:

         (a) The  acquisition  by any  individual,  entity or group  (within the
meaning of Section 13(d) or 14(d)(2) of the Securities  Exchange Act of 1934, as
amended (the "Exchange  Act") (a "Person") of beneficial  ownership  (within the
meaning  of Rule 13d-3  promulgated  under the  Exchange  Act) of 20% or more of
either

                   (i) the  then  outstanding  shares  of  common  stock  of the
Company (the "Outstanding Company Common Stock"); or

                   (ii) the combined voting power of the then outstanding voting
securities  of the  Company  entitled  to  vote  generally  in the  election  of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for  purposes of this  subsection  (a),  the  following  acquisitions  shall not
constitute a Change of Control

                   (i) any acquisition directly from the Company;

                   (ii) any acquisition by the Company;

                   (iii)  any  acquisition  by any  employee  benefit  plan  (or
related  trust)  sponsored  or  maintained  by the  Company  or any  corporation
controlled by the Company; or

                   (iv)  any  acquisition  by  any  corporation  pursuant  to  a
transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of
this Section 2; or

         (b) Individuals who, as of the date hereof, constitute the
Board (the  "Incumbent  Board")  cease for any reason to  constitute  at least a
majority  of the  Board;  provided,  however,  that any  individual  becoming  a
director  subsequent  to the date  hereof  whose  election,  or  nomination  for
election by the  Company's  shareholders,  was  approved by a vote of at least a
majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be
considered as though such individual were a member of the Incumbent  Board,  but
excluding,  for this purpose,  any such individual  whose initial  assumption of
office  occurs  as a result of an actual or  threatened  election  contest  with
respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a Person  other than the
Board; or

         (c) Consummation of a  reorganization,  merger or consolidation or sale
or other disposition of all or substantially all of the assets of the Company (a
"Business   Combination"),   in  each  case,  unless,  following  such  Business
Combination,

                                       2
<PAGE>

                   (i) all or substantially  all of the individuals and entities
who were the beneficial owners, respectively,  of the Outstanding Company Common
Stock  and  Outstanding  Company  Voting  Securities  immediately  prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively,  the then  outstanding  shares  of common  stock and the  combined
voting  power  of the  then  outstanding  voting  securities  entitled  to  vote
generally in the election of directors,  as the case may be, of the  corporation
resulting  from such Business  Combination  (including,  without  limitation,  a
corporation  which as a result of such  transaction  owns the  Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially   the  same  proportions  as  their  ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and  Outstanding  Company Voting  Securities,  as the case may be;

                   (ii) no Person (excluding any corporation resulting from such
Business  Combination  or any employee  benefit  plan (or related  trust) of the
Company  or  such   corporation   resulting  from  such  Business   Combination)
beneficially owns,  directly or indirectly,  20% or more of,  respectively,  the
then outstanding  shares of common stock of the corporation  resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation  except to the extent that such ownership existed
prior to the Business Combination; and

                   (iii) at least a  majority  of the  members  of the  Board of
Directors of the  corporation  resulting  from such  Business  Combination  were
members  of the  Incumbent  Board at the time of the  execution  of the  initial
agreement,   or  of  the  action  of  the  Board  providing  for  such  Business
Combination; or

         (d)  Approval  by  the  shareholders  of  the  Company  of  a  complete
liquidation or dissolution of the Company.

3.       Employment  Period. The Company hereby agrees to continue the Executive
in its employ,  and the  Executive  hereby agrees to remain in the employ of the
Company,  subject to the terms and conditions of this Agreement,  for the period
commencing on the  Effective  Date and ending on the third  anniversary  of such
date (the "Employment Period").

4.       Terms of Employment.

         (a) Position and Duties.

                   (i)  During  the  Employment   Period,  (A)  the  Executive's
position  (including  status,  offices,  titles  and  reporting   requirements),
authority,  duties and  responsibilities  shall be at least  commensurate in all
material  respects  with  the most  significant  of those  held,  exercised  and
assigned  at any time  during  the  120-day  period  immediately  preceding  the
Effective  Date  and (B) the  Executive's  services  shall be  performed  at the
location  where the Executive was employed  immediately  preceding the Effective
Date or any office or location less than 35 miles from such location.

                   (ii) During the Employment  Period, and excluding any periods
of vacation and sick leave to which the  Executive is  entitled,  the  Executive
agrees to devote  reasonable  attention and time during normal business hours to
the  business  and  affairs  of the  Company  and,  to the extent  necessary  to
discharge the responsibilities  assigned to the Executive hereunder,  to use the
Executive's  reasonable best efforts to perform  faithfully and efficiently such
responsibilities.  During the  Employment  Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate,  civic or charitable
boards or committees,  (B) deliver  lectures,  fulfill  speaking  engagements or
teach at educational  institutions and (C) manage personal investments,  so long
as such activities do not  significantly  interfere w0ith the performance of the
Executive's  responsibilities  as an employee of the Company in accordance  with
this  Agreement.  It is expressly  understood and agreed that to the extent that
any such  activities have been conducted by the Executive prior to the Effective
Date,  the continued  conduct of such  activities  (or the conduct of activities
similar in nature and scope thereto)  subsequent to the Effective Date shall not
thereafter  be deemed  to  interfere  with the  performance  of the  Executive's
responsibilities to the Company.

                                       3
<PAGE>

         (b) Compensation.

                   (i) Base Salary.  During the Employment  Period the Executive
shall receive an annual base salary ("Annual Base Salary"),  which shall be paid
at a monthly  rate,  at least  equal to twelve  times the highest  monthly  base
salary paid or  payable,  including  any base  salary  which has been earned but
deferred,  to the  Executive  by the Company  and its  affiliated  companies  in
respect of the twelve-month period immediately  preceding the month in which the
Effective  Date occurs.  During the  Employment  Period,  the Annual Base Salary
shall be reviewed no more than 12 months after the last salary increase  awarded
to the Executive  prior to the Effective Date and thereafter at least  annually.
Any  increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this  Agreement.  Annual Base Salary shall not
be reduced after any such increase and the term "Annual Base Salary" as utilized
in this Agreement shall refer to Annual Base Salary as so increased.  As used in
this  Agreement,  the term  "Affiliated  Companies"  shall  include  any company
controlled by, controlling or under common control with the Company.

                   (ii) Annual  Bonus.  In addition to Annual Base  Salary,  the
Executive  shall be awarded,  for each fiscal year ending during the  Employment
Period,  an annual  bonus (the  "Annual  Bonus")  in cash at least  equal to the
Executive's average annual cash bonus for the last three full fiscal years prior
to the  Effective  Date  (annualized  in the event  that the  Executive  was not
employed by the Company for the whole of such fiscal year) (the "Average  Annual
Bonus"). Each such Annual Bonus shall be paid no later than the end of the third
month of the fiscal  year next  following  the fiscal  year for which the Annual
Bonus is awarded,  unless the Executive shall elect to defer the receipt of such
Annual Bonus.

                   (iii)  Incentive  Savings and  Retirement  Plans.  During the
Employment  Period,  the  Executive  shall be  entitled  to  participate  in all
incentive,  savings and  retirement  plans,  practices,  policies  and  programs
applicable  generally to other peer executives of the Company and its Affiliated
Companies,  but in no event shall such plans,  practices,  policies and programs
provide the Executive  with  incentive  opportunities  (measured with respect to
both regular and special  incentive  opportunities,  to the extent, if any, that
such distinction is applicable),  savings  opportunities and retirement  benefit
opportunities,  in each case,  less favorable,  in the aggregate,  than the most
favorable of those provided by the Company and its Affiliated  Companies for the
Executive under such plans, practices, policies and programs as in effect at any
time during the 120-day  period  immediately  preceding the Effective Date or if
more favorable to the Executive,  those provided generally at any time after the
Effective  Date to other  peer  executives  of the  Company  and its  Affiliated
Companies.

                   (iv) Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's  family,  as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices,  policies  and  programs  provided by the Company and its  Affiliated
Companies  (including,  without  limitation,   medical,  prescription,   dental,
disability,  employee life,  group life,  accidental  death and travel  accident
insurance plans and programs) to the extent  applicable  generally to other peer
executives of the Company and its  Affiliated  Companies,  but in no event shall
such plans, practices, policies and programs provide the Executive with benefits
which are less  favorable,  in the  aggregate,  than the most  favorable of such
plans, practices,  policies and programs in effect for the Executive at any time
during the 120-day period  immediately  preceding the Effective Date or, if more
favorable  to the  Executive,  those  provided  generally  at any time after the
Effective  Date to other  peer  executives  of the  Company  and its  Affiliated
Companies.

                   (v) Expenses.  During the  Employment  Period,  the Executive
shall be entitled to receive prompt  reimbursement  for all reasonable  expenses
incurred  by the  Executive  in  accordance  with the most  favorable  policies,
practices and procedures of the Company and its  Affiliated  Companies in effect
for the Executive at any time during the 120-day  period  immediately  preceding
the  Effective  Date  or,  if more  favorable  to the  Executive,  as in  effect
generally at any time  thereafter  with respect to other peer  executives of the
Company and its Affiliated Companies.

                   (vi)  Fringe  Benefits.  During the  Employment  Period,  the
Executive shall be entitled to fringe benefits,  including,  without limitation,
tax and financial planning  services,  payment of club dues, and, if applicable,
use of an automobile  and payment of related  expenses,  in accordance  with the
most favorable  plans,  practices,  programs and policies of the Company and its
Affiliated  Companies in effect for the Executive at any time during the 120-day
period  immediately  preceding the Effective  Date or, if more  favorable to the
Executive,  as in effect  generally at any time thereafter with respect to other
peer executives of the Company and its Affiliated Companies.

                                       4
<PAGE>

                   (vii) Office and Support Staff. During the Employment Period,
the  Executive  shall be  entitled  to an office or  offices  of a size and with
furnishings and other  appointments,  and to exclusive personal  secretarial and
other assistance, at least equal to the most favorable of the foregoing provided
to the Executive by the Company and its Affiliated  Companies at any time during
the  120-day  period  immediately  preceding  the  Effective  Date  or,  if more
favorable to the Executive,  as provided  generally at any time  thereafter with
respect to other peer executives of the Company and its Affiliated Companies.

                   (viii) Vacation.  During the Employment Period, the Executive
shall be entitled to paid vacation in accordance with the most favorable  plans,
policies,  programs and practices of the Company and its Affiliated Companies as
in effect for the  Executive at any time during the 120-day  period  immediately
preceding  the  Effective  Date or, if more  favorable to the  Executive,  as in
effect generally at any time thereafter with respect to other peer executives of
the Company and its Affiliated Companies.

5.       Termination of Employment.

         (a) Death or Disability.  The  Executive's  employment  shall terminate
automatically  upon the Executive's  death during the Employment  Period. If the
Company  determines  in good  faith that the  Disability  of the  Executive  has
occurred during the Employment  Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 11(b) of this  Agreement of its  intention to terminate the  Executive's
employment.  In such event,  the  Executive's  employment with the Company shall
terminate  effective  on the  30th  day  after  receipt  of such  notice  by the
Executive (the "Disability  Effective Date"),  provided that, within the 30 days
after  such  receipt,  the  Executive  shall  not  have  returned  to  full-time
performance  of  the  Executive's   duties.  For  purposes  of  this  Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the Company on a full-time  basis for 180  consecutive  business  days as a
result of incapacity due to mental or physical illness which is determined to be
total and  permanent by a physician  selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative.

         (b) Cause. The Company may terminate the Executive's  employment during
the Employment  Period for Cause. For purposes of this Agreement,  "Cause" shall
mean:

                   (i) the willful and  continued  failure of the  Executive  to
perform  substantially  the  Executive's  duties  with the Company or one of its
affiliates  (other than any such failure results form incapacity due to physical
mental illness), after a written demand for substantial performance is delivered
to the  Executive  by the Board or the Chief  Executive  Officer of the  Company
which  specifically  identifies the manner in which the Board or Chief Executive
Officer  believes  that  the  Executive  has  not  substantially  performed  the
Executive's duties, or

                   (ii)  the  willfull  engaging  by the  Executive  in  illegal
conduct or gross misconduct  which is materially and  demonstrably  injurious to
the Company.

For  purposes  of this  provision,  no act or failure to act, on the part of the
Executive,  shall be  considered  "willful"  unless it is done, or omitted to be
done,  by the  Executive  in bad faith or  without  reasonable  belief  that the
Executive's  action or omission was in the best  interests  of the Company.  Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive  Officer or
a senior  officer of the  Company  or based  upon the advice of counsel  for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company.  The cessation
of employment  of the  Executive  shall not be deemed to be for Cause unless and
until there shall have been  delivered  to the  Executive a copy of a resolution
duly  adopted by the  affirmative  vote of not less than  three-quarters  of the
entire  membership  of the Board at a meeting  of the Board  called and held for
such  purpose  (after  reasonable  notice is provided to the  Executive  and the
Executive is given an opportunity, together with counsel, to be heard before the
Board),  finding that, in the good faith opinion of the Board,  the Executive is
guilty  of the  conduct  described  in  subparagraph  (i)  or  (ii)  above,  and
specifying the particulars thereof in detail.

                                       5
<PAGE>

         (c) Good Reason.  The  Executive's  employment may be terminated by the
Executive for Good Reason.  For purposes of this Agreement,  "Good Reason" shall
mean:

                   (i)  the   assignment   to  the   Executive   of  any  duties
inconsistent in any respect with the  Executive's  position  (including  status,
offices,   titles   and   reporting   requirements),    authority,   duties   or
responsibilities as contemplated by Section 4(a) of this Agreement, or any other
action by the Company which results in a diminution in such position, authority,
duties  or   responsibilities,   excluding   for  this   purpose  an   isolated,
insubstantial  and  inadvertent  action  not  taken in bad  faith  and  which is
remedied by the Company  promptly  after receipt of notice  thereof given by the
Executive;

                   (ii) any  failure by the  Company  to comply  with any of the
provisions  of  Section  4(b)  of  this  Agreement,   other  than  an  isolated,
insubstantial  and  inadvertent  failure not occurring in bad faith and which is
remedied by the Company  promptly  after receipt of notice  thereof given by the
Executive;

                   (iii) the  Company's  requiring  the Executive to be based at
any office or location  other than as provided in Section  4(a)(i)(B)  hereof or
the  Company's  requiring  the  Executive  to travel on  Company  business  to a
substantially  greater extent than required  immediately  prior to the Effective
Date;

                   (iv)  any  purported   termination  by  the  Company  of  the
Executive's  employment otherwise than as expressly permitted by this Agreement;
or

                   (v) any  failure by the  Company to comply  with and  satisfy
Section 10(c) of this Agreement.

Anything in this Agreement to the contrary notwithstanding, a termination by the
Executive  for any reason  during the 30-day  period  immediately  following the
first  anniversary of the Effective Date shall be deemed to be a termination for
Good Reason for all purposes of this Agreement.

         (d) Notice of Termination. Any termination by the Company for Cause, or
by the Executive for Good Reason, shall be communicated by Notice of Termination
to the  other  party  hereto  given in  accordance  with  Section  11(b) of this
Agreement.  For purposes of this Agreement,  a "Notice of  Termination"  means a
written notice which

                   (i)  indicates  the  specific  termination  provision in this
Agreement relied upon,

                   (ii) to the  extent  applicable,  sets  forth  in  reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated, and

                   (iii) if the Date of Termination  (as defined below) is other
than the date of receipt of such notice,  specifies the termination  date (which
date  shall not be more  than 30 days  after the  giving  of such  notice).  The
failure  by the  Executive  or  the  Company  to set  forth  in  the  Notice  of
Termination  any fact or  circumstance  which  contributes  to a showing of Good
Reason or Cause  shall not waive  any  right of the  Executive  or the  Company,
respectively,  hereunder or preclude the Executive or the Company, respectively,
from asserting  such fact or  circumstance  in enforcing the  Executive's or the
Company's rights hereunder.

         (e)  Date  of  Termination.  "Date  of  Termination"  means  (i) if the
Executive's  employment  is  terminated  by the  Company  for  Cause,  or by the
Executive for Good Reason,  the date of the receipt of the Notice of Termination
or any later date specified therein, as the case may be, (ii) if the Executive's
employment is terminated by the Company other than for Cause or Disability,  the
Date of  Termination  shall  be the  date on  which  the  Company  notifies  the
Executive  of such  termination  and  (iii)  if the  Executive's  employment  is
terminated by reason of death or Disability,  the Date of  Termination  shall be
the date of death of the Executive or the Disability Effective Date, as the case
may be.

                                       6
<PAGE>

6.       Obligations of the Company upon Termination.

         (a) Good Reason; Other than for Cause, Death or Disability.  If, during
the Employment  Period,  the Company shall terminate the Executive's  employment
other than for Cause,  Death or  Disability  or the  Executive  shall  terminate
employment for Good Reason:

                   (i) the Company  shall pay to the  Executive in a lump sum in
cash within 30 days after the Date of Termination the aggregate of the following
amounts:

                        (A) the sum of (1) the  Executive's  Annual  Base Salary
through the Date of  Termination  to the extent not  theretofore  paid,  (2) the
product of (x) any bonus or portion  thereof  which has been earned but deferred
(and  annualized for any fiscal year  consisting of less than twelve full months
or during which the  Executive  was employed for less than twelve full  months),
for the most recently  completed  fiscal year during the Employment  Period,  if
any,  and (y) a fraction,  the  numerator  of which is the number of days in the
current  fiscal year through the Date of  Termination,  and the  denominator  of
which  is 365 and (3) any  compensation  previously  deferred  by the  Executive
(together  with any  accrued  interest  or  earnings  thereon)  and any  accrued
vacation  pay, in each case to the extent not  theretofore  paid (the sum of the
amounts described in clauses (1), (2), and (3) shall be hereinafter  referred to
as the "Accrued Obligations;" and

                        (B) the amount  equal to the sum of (x) the  Executive's
Annual Base Salary and (y) the Average Annual Bonus  multiplied by the number of
whole or fractional years remaining in the Employment Period; and

                           (ii) for the remainder of the Employment Period after
                  the Executive's Date of Termination,  or such longer period as
                  may be provided by the terms of the appropriate plan, program,
                  practice or policy, the Company shall continue benefits to the
                  Executive  and/or  the  Executive's  family at least  equal to
                  those  which would have been  provided  to them in  accordance
                  with the plans, programs,  practices and policies described in
                  Section   4(b)(iv)  of  this  Agreement  if  the   Executive's
                  employment  had not been  terminated  or, if more favorable to
                  the Executive,  as in effect  generally at any time thereafter
                  with respect to other peer  executives  of the Company and its
                  Affiliated  Companies and their families,  provided,  however,
                  that if the Executive becomes reemployed with another employer
                  and is eligible to receive medical and other welfare  benefits
                  described  herein shall be secondary to those  provided  under
                  such other plan during such applicable  period of eligibility.
                  For purposes of determining  eligibility  (but not the time of
                  commencement   of  benefits)  of  the  Executive  for  retiree
                  benefits  pursuant  to such  plans,  practices,  programs  and
                  policies,  the Executive  shall be considered to have remained
                  employed until expiration of the Employment Period and to have
                  retired on the last day of such period;

                           (iii)  the  Company  shall,  at its sole  expense  as
                  incurred, provide the Executive with outplacement services the
                  scope and provider of which shall be selected by the Executive
                  in his sole discretion; and

                           (iv) the extent not theretofore paid or provided, the
                  Company shall timely pay or provide to the Executive any other
                  amounts or  benefits  required to be paid or provided or which
                  the Executive is eligible to receive under any plan,  program,
                  policy or practice or contract or agreement of the Company and
                  its  Affiliated  Companies  (such other  amounts and  benefits
                  shall be hereinafter referred to as the "Other Benefits").

         (b) Death. If the Executive's employment is terminated by reason of the
Executive's death during the Employment  Period,  this Agreement shall terminate
without further obligations to the Executive's legal  representatives under this
Agreement,  other than for payment of Accrued Obligations and the timely payment
or  provision  of  Other  Benefits.  Accrued  Obligations  shall  be paid to the
Executive's estate or beneficiary,  as applicable,  in a lump sum in cash within
30 days of the Date of  Termination.  With  respect  to the  provision  of Other


                                       7
<PAGE>

Benefits,  the term  Other  Benefits  as  utilized  in this  Section  6(b) shall
include,  without  limitation,  and the Executive's estate and/or  beneficiaries
shall be  entitled to  receive,  benefits  at least equal to the most  favorable
benefits  provided by the Company and  Affiliated  Companies  to the estates and
beneficiaries  of peer executives of the Company and such  Affiliated  Companies
under such plans,  programs,  practices and policies relating to death benefits,
if  any,  as  in  effect  with  respect  to  other  peer  executives  and  their
beneficiaries  at any time during the 120-day period  immediately  preceding the
Effective  Date or, if more  favorable  to the  Executive's  estate  and/or  the
Executive's  beneficiaries,  as in effect on the date of the  Executive's  death
with  respect  to  other  peer  executives  of the  Company  and its  Affiliated
Companies and their beneficiaries.

         (c) Disability.  If the Executive's  employment is terminated by reason
of the Executive's Disability during the Employment Period, this Agreement shall
terminate without further  obligations to the Executive,  other than for payment
of Accrued  Obligations  and the timely payment or provision of Other  Benefits.
Accrued  Obligations shall be paid to the Executive in a lump sum in cash within
30 days of the Date of  Termination.  With  respect  to the  provision  of Other
Benefits,  the term  Other  Benefits  as  utilized  in this  Section  6(c) shall
include, and the Executive shall be entitled after the Disability Effective Date
to receive,  disability  and other benefits at least equal to the most favorable
of those  generally  provided  by the Company and its  Affiliated  Companies  to
disabled  executives  and/or  their  families  in  accordance  with such  plans,
programs,  practices and policies  relating to disability,  if any, as in effect
generally  with respect to other peer  executives and their families at any time
during the 120-day period  immediately  preceding the Effective Date or, if more
favorable to the Executive  and/or the Executive's  family,  as in effect at any
time  thereafter  generally with respect to other peer executives of the Company
and its Affiliated Companies and their families.

         (d) Cause;  Other than for Good Reason.  If the Executive's  employment
shall be terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Executive other than the obligation
to pay to the  Executive  (x)  his  Annual  Base  Salary  through  the  Date  of
Termination,  (y) the  amount of any  compensation  previously  deferred  by the
Executive,  and (z)  Other  Benefits,  in each  case to the  extent  theretofore
unpaid. If the Executive voluntarily terminates employment during the Employment
Period,  excluding a termination for Good Reason, this Agreement shall terminate
without further obligations to the Executive, other than for Accrued Obligations
and timely  payment or provision of Other  Benefits.  In such case,  all Accrued
Obligations  shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination.

         (e)  Other  than  in  Connection  with  a  Change  in  Control.  If the
Executive's  employment is terminated  other than in connection with a Change of
Control and other than for Cause,  Death or Disability,  or by the Executive for
Good  Reason,  the  Company  shall pay or provide to the  Executive  the Accrued
Obligations  and Other  Benefits to which the Executive is entitled,  plus a sum
equal to the Executive's Annual Base Salary and Average Annual Bonus.

7.       Non-exclusivity  of Rights.  Nothing in this Agreement shall prevent or
limit the Executive's  continuing or future  participation in any plan, program,
policy or practice  provided by the Company or any of its  Affiliated  Companies
and for which the Executive may qualify,  nor,  subject to Section 11(f),  shall
anything herein limit or otherwise  affect such rights as the Executive may have
under any  contract  or  agreement  with the  Company  or any of its  Affiliated
Companies. Amounts which are vested benefits or which the Executive is otherwise
entitled  to  receive  under any plan,  policy,  practice  or  program of or any
contract or agreement with the Company or any of its Affiliated  Companies at or
subsequent to the Date of Termination  shall be payable in accordance  with such
plan, policy,  practice or program or contract or agreement except as explicitly
modified by this Agreement.

8.       Full  Settlement.  In no event shall the Executive be obligated to seek
other  employment  or take any other action by way of  mitigation of the amounts
payable to the Executive  under any of the provisions of this Agreement and such
amounts  shall  not be  reduced  whether  or not  the  Executive  obtains  other
employment.

9.       Confidential Information.  Executive shall hold in a fiduciary capacity
for the benefit of the Company all secret or confidential information, knowledge
or data relating to the Company or any of its  Affiliated  Companies,  and their
respective  businesses,  which shall have been obtained by the Executive  during
the Executive's employment by the company or any of its Affiliated Companies and
which  shall  not be or  become  public  knowledge  (other  than  by acts by the


                                       8
<PAGE>

Executive or  representatives  of the Executive in violation of this Agreement).
After termination of the Executive's  employment with the Company, the Executive
shall not,  without the prior written consent of the Company or as may otherwise
be  required  by  law  or  legal  process,   communicate  or  divulge  any  such
information,  knowledge  or data to  anyone  other  than the  Company  and those
designated by it. In no event shall an asserted  violation of the  provisions of
this  Section 9  constitute a basis for  deferring  or  withholding  any amounts
otherwise payable to the Executive under this Agreement.

10.      Successors.

         (a) This  Agreement is personal to the  Executive and without the prior
written  consent  of the  Company  shall  not  be  assignable  by the  Executive
otherwise than by will or the laws of descent and  distribution.  This Agreement
shall  inure to the  benefit  of and be  enforceable  by the  Executive's  legal
representatives.

         (b) This  Agreement  shall inure to the benefit of and be binding  upon
the Company and its successors and assigns.

         (c) The Company will require any successor (whether direct or indirect,
by purchase, merger,  consolidation or otherwise) to all or substantially all of
the  business  and/or  assets of the  Company to assume  expressly  and agree 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 success had taken place.  As
used in this Agreement, "Company" shall mean the Company as hereinbefore defined
and any successor to its business  and/or assets as aforesaid  which assumed and
agrees to perform this Agreement by operation of law, or otherwise.

11.      Miscellaneous.

         (a) This  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of Utah,  without reference to principles of conflict
of laws. The captions of this  Agreement are not part of the  provisions  hereof
and shall have no force or effect. This Agreement may not be amended or modified
otherwise  than by a written  agreement  executed by the parties hereto or their
respective successors and legal representatives.

         (b) All notices and other communications hereunder shall be writing and
shall be given by hand delivery to the other party or by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

                If to the Executive:

                         Fred P. Lampropoulos
                         10664 South Trail Ridge Circle
                         Sandy, Utah 84092

                If to the Company:

                         Merit Medical Sys0tems, Inc.
                         1600 West Merit Parkway
                         South Jordan, Utah  84095
                         Attention:  Kent W. Stanger, Chief Financial Officer

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

         (c)  The  invalidity  or  unenforceability  of any  provision  of  this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

         (d) The  Company  may  withhold  from any  amounts  payable  under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

                                       9
<PAGE>

         (e) The  Executive's  or the  Company's  failure to insist  upon strict
compliance  with any  provision  of this  Agreement or the failure to assert any
right the  Executive  or the  Company  may have  hereunder,  including,  without
limitation,  the right of the Executive to terminate  employment for Good Reason
pursuant to Section 5(c)(i)-(v) of this Agreement,  shall not be0 deemed to be a
waiver of such provision or right of this  Agreement.

         (f) The  Executive  and the  Company  acknowledge  that,  except as may
otherwise be provided  under any other written  agreement  between the Executive
and the Company,  the  employment  of the  Executive by the Company is "at will"
and,  subject  to  Section  1(a)  hereof,  prior  to  the  Effective  Date,  the
Executive's  employment  and/or this  Agreement  may be terminated by either the
Executive or the Company at any time prior to the Effective  Date, in which case
the Executive shall have no further rights under this Agreement.  From and after
the Effective Date,  this Agreement shall supersede any other agreement  between
the parties with respect to the subject matter hereof.

                  IN  WITNESS  WHEREOF,  the  Executive  has  hereunto  set  the
Executive's hand, pursuant to the authorization from its Board of Directors, the
Company has caused these  presents to be executed in it name on its behalf,  all
as of the date and year first-above written.


                                   /s/ FRED P. LAMPROPOULOS
                                     -----------------------------------------


                                   MERIT MEDICAL SYSTEMS, INC.


                                   By   /s/ KENT W. STANGER
                                     -----------------------------------------
                                   Its      Chief Financial Officer
                                      ----------------------------------------



                                       10

</TEXT>
</DOCUMENT>
