AETRIUM INC
FORM OF CHANGE OF CONTROL AGREEMENT
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<DESCRIPTION>FORM OF CHANGE OF CONTROL AGREEMENT
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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.19</B>



<P align="center" style="font-size: 10pt">FORM OF CHANGE OF CONTROL AGREEMENT



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">THIS
AGREEMENT, dated effective January&nbsp;6, 2004, is by and
between <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
(<I>Executive</I>) and Aetrium Incorporated (<I>Company</I>).


<P align="center" style="font-size: 10pt">RECITALS



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">A. The Company may from time to time consider the possibility of a Change of
Control.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">B. The Company believes it to be in its best interests to provide Executive
with an incentive to continue his employment and to maximize the value of the
Company upon a Change of Control for the benefit of its shareholders.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">C. In order to provide Executive with enhanced financial security and
sufficient encouragement to remain with the Company notwithstanding the
possibility of a Change of Control, the Company believes it to be in its best
interests to provide Executive with certain severance benefits upon Executive&#146;s
termination of employment following a Change of Control.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">NOW, THEREFORE, in consideration of the premises and the mutual promises and
covenants contained herein, the parties agree as follows:


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">1. Definitions.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">1.1 <I>Base Pay</I> means Executive&#146;s annual base salary from the Company at the rate
as in effect 180&nbsp;days prior to the applicable Change of Control or as
thereafter increased. Base Pay includes only regular cash salary and is
determined before any reduction or deduction of any kind.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">1.2 <I>Cause</I> means (a)&nbsp;willful engagement by Executive in misconduct that is
materially and demonstrably injurious to the Company and its subsidiaries,
taken as a whole, or (b)&nbsp;Executive&#146;s conviction (including a plea of nolo
contendere) of willfully engaging in illegal conduct that constitutes a felony
and that either is materially and demonstrably injurious to the Company and its
subsidiaries, taken as a whole, or impairs Executive&#146;s ability to perform
substantially his duties with the Company. No act or failure to act by the
Executive will be considered &#147;willful&#148; unless done or omitted to be done by the
Executive without a reasonable and actual belief that the action or omission
was in the best interests of the Company and its subsidiaries.


<P align="center" style="font-size: 10pt">1
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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.19</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">1.3 <I>Change of Control</I> means the occurrence of any of the following:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a) The sale, lease, exchange or other transfer, directly or indirectly, of
all or substantially all of the assets of the Company, in one transaction or in
a series of related transactions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b) The approval by the shareholders of the Company of any plan or proposal
for the liquidation or dissolution of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c) Any Person, other than a &#147;bona fide underwriter,&#148; is or becomes the
&#147;beneficial owner&#148; (as defined in Rule&nbsp;13d-3 under the Exchange Act), directly
or indirectly, of more than 40&nbsp;percent of the combined voting power of the
Company&#146;s outstanding securities ordinarily having the right to vote at
elections of directors. A &#147;bona fide underwriter&#148; is any Person engaged in
business as an underwriter of securities that acquires securities of the
Company from the Company through such Person&#146;s participation in good faith in a
firm commitment underwriting until the expiration of 40&nbsp;days after the date of
such acquisition.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d) A merger, consolidation or exchange to which the Company is a party if
the shareholders of the Company immediately prior to the effective date of such
merger, consolidation or exchange have, solely on account of ownership of
securities of the Company at such time, &#147;beneficial ownership&#148; (as defined in
Rule&nbsp;13d-3 under the Exchange Act) immediately following the effective date of
such merger, consolidation or exchange of securities of the surviving or
acquiring corporation representing less than 65&nbsp;percent of the combined voting
power of the surviving or acquiring corporation&#146;s then outstanding securities
ordinarily having the right to vote at elections of directors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;e) The &#147;continuity directors&#148; cease for any reason to constitute at least
a majority of the Board of Directors of the Company (<I>Board</I>). A &#147;continuity
director&#148; is each member of the Board on the date hereof, and any individual
who subsequently becomes a member of the Board whose election, or nomination
for election by the Company&#146;s shareholders, was approved by a vote of at least
a majority of the directors who are continuity directors (either by a specific
vote or by approval of the proxy statement of the Company in which such
individual is named as a nominee for director without objection to such
nomination).


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">1.4 <I>Code</I> means the Internal Revenue Code of 1986, as amended. Any reference to
a specific provision of the Code includes a reference to such provision as it
may be amended from time to time and to any successor provision.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">1.5 <I>Exchange Act</I> means the Securities Exchange Act of 1934, as amended.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">1.6 <I>Good Reason</I> means any of the following:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a) A change in Executive&#146;s title(s), status, position(s), authority,
duties, responsibilities or perquisites as an executive of the Company as in
effect 180&nbsp;days prior to the Change of Control or as
thereafter enhanced that, in Executive&#146;s reasonable judgment, is adverse.


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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.19</B>





<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b) A reduction by the Company in Executive&#146;s Base Pay, or an adverse
change in the form or timing of the payment thereof, as in effect 180&nbsp;days
prior to the Change of Control or as thereafter increased &#091;or a reduction in
Executive&#146;s target annual incentive award or bonus as in effect 180&nbsp;days prior
to the Change of Control or as thereafter increased&#093;.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c) The failure by the Company to cover Executive under health and dental
plans that, in the aggregate, provide substantially similar benefits to
Executive and/or his family and dependents at a substantially similar total
cost to Executive (e.g., premiums, deductibles, co-pays, out of pocket maximums
and the like) relative to the benefits and total costs under the health and
dental plans in which Executive (and/or his family or dependents) is
participating at any time during the 180-day period immediately preceding the
Change of Control.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d) The Company&#146;s requiring Executive to be based more than 20 miles from
where his office is located immediately prior to the Change of Control, except
for required travel on the Company&#146;s business, and then only to the extent
substantially consistent with the business travel obligations which Executive
undertook on behalf of the Company during the 180-day period ending on the date
of the Change of Control (without regard to travel related to or in
anticipation of the Change of Control).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;e) The failure of the Company to obtain from any Successor, on or before
the applicable Change of Control becomes effective, the valid and binding
assumption of the Company&#146;s obligations to Executive hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;f) Any refusal by the Company to continue to allow Executive to attend to
matters or engage in activities not directly related to the business of the
Company which, at any time prior to the Change of Control, Executive was not
expressly prohibited by the Company from attending to or engaging in.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">1.7 <I>Person</I> includes any individual, corporation, partnership, group,
association or other &#147;person,&#148; as such term is used in Section&nbsp;13 (d)&nbsp;or
Section 14(d) of the Exchange Act.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">1.8 <I>Successor</I> is any Person that succeeds to, or has the practical ability to
control (either immediately or solely with the passage of time), the Company&#146;s
business directly, by merger, consolidation or other form of business
combination, or indirectly, by purchase of the Company&#146;s outstanding securities
ordinarily having the right to vote at the election of directors, all or
substantially all of its assets or otherwise.




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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.19</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">2. Severance Benefits.
In the event Executive&#146;s employment is terminated by the Company other than for Cause, or by Executive for Good
Reason, within 24&nbsp;months after a Change of Control or prior to a Change of Control if the termination or
the basis therefor was a condition of the Change of Control or at the request
or insistence of a Person related to the Change of Control, in addition to all
compensation, benefits and unreimbursed business expenses accrued at the time of such termination,
Executive will be entitled to the following:


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">2.1 The Company will continue to pay the Executive&#146;s Base Pay for a period of
24&nbsp;months after such termination of employment in accordance with the Company&#146;s
regular payroll practices then currently in effect.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">2.2 If the Executive timely elects continued coverage under the Company&#146;s group
medical plan or group dental plan pursuant to Code Section&nbsp;4980B (&#147;COBRA&#148;), in
accordance with ordinary plan practices, for the &#147;premium subsidy period,&#148; the
Company will reimburse Executive in an amount equal to the difference between
the amount Executive pays for such COBRA continuation coverage each month and
the amount paid by a full-time active employee each month for the same level of
coverage elected by Executive. For purposes of the preceding sentence, the
&#147;premium subsidy period&#148; is the period that begins on the date Executive&#146;s
employment is terminated and ends on the earlier of: (a)&nbsp;24&nbsp;months following
such termination date, or (b)&nbsp;the date on which Executive&#146;s eligibility for
COBRA continuation coverage ends.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">3 Vesting of Options. Notwithstanding the terms of any Company stock options
outstanding to Executive at the time of a Change of Control, (a)&nbsp;all Company
stock options outstanding to Executive on the date of such Change of Control
will become immediately exercisable in full upon such Change of Control and
will remain exercisable for the full stated term thereof, and (b)&nbsp;no payments
attributable to or made in lieu of any such stock option will be reduced or
reduce any other payments under this Agreement to avoid application of Code
Sections&nbsp;280G or 4999.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">4 Employment Taxes. All benefits to be provided to Executive in connection with
this Agreement will be subject to required withholding of federal, state and
local income, excise and employment-related taxes.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">5 Late Payments. All benefits under this Agreement will be paid without notice
or demand. Benefits not paid under this Agreement when due will accrue interest
at the rate of 18&nbsp;percent per year or if less the maximum rate permitted under
applicable law from the due date until paid in full. In the event any benefit
under this Agreement is not paid or provided when due, all remaining Base Pay
continuation payments will become immediately due and payable.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">6 Successors and Assigns. This Agreement will be binding upon and inure to the
benefit of the successors, legal representatives and assigns of the parties
hereto. On or before any Change of Control, the Company will require any
Successor to expressly assume and agree to perform the obligations of this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.



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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.19</B>




<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">7 Disputes. If Executive so elects, any dispute, controversy or claim arising
under or in connection with this Agreement will be settled exclusively by
binding arbitration in Minneapolis, Minnesota in accordance with the rules of
the American Arbitration
Association; provided, that Executive may seek specific performance of his or
her right to receive benefits during the pendency of any dispute or controversy
arising under or in connection with this Agreement. Judgment may be entered on
the arbitrator&#146;s award in any court having jurisdiction. If any dispute,
controversy or claim for damages arising under or in connection with this
Agreement is settled by arbitration, the Company will pay, or if elected by
Executive, reimburse, all fees, costs and expenses incurred by Executive
related to such arbitration unless the arbitrator decides that the claim was
frivolous or advanced by Executive in bad faith. If Executive does not elect
arbitration, he may pursue all available legal remedies. The Company will
promptly on demand pay, or if elected by Executive, reimburse Executive for,
all fees, costs and expenses incurred by Executive in connection with any
actual, threatened or contemplated arbitration or litigation relating to this
Agreement to which Executive is or reasonably expects to become a party,
whether or not initiated by Executive, subject to reimbursement to the Company
only in the event of litigation initiated by Executive and only in the event a
court of competent jurisdiction determines that Executive initiated such
arbitration or litigation in bad faith.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">8 Nonwaivers of Rights. No failure or delay on the part of a party in
exercising any right hereunder will operate as a waiver of, or impair, any such
right. No single or partial exercise of any such right will preclude any other
or further exercise thereof or the exercise of any other right. No waiver of
any such right will be effective unless given in a signed writing. No waiver
of any such right will be deemed a waiver of any other right hereunder.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">9 Validity of Provisions; Severability. If any provision of this Agreement is
or becomes or is deemed invalid, illegal, or unenforceable in any jurisdiction,
(a)&nbsp;such provision will be deemed amended to conform to applicable laws of such
jurisdiction so as to be valid and enforceable or, if it cannot be so amended
without materially altering the intention of the parties, it will be stricken,
(b)&nbsp;the validity, legality and enforceability of such provision will not in any
way be affected or impaired thereby in any other jurisdiction, and (c)&nbsp;the
remainder of this Agreement will remain in full force and effect.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">10 Governing Law. This Agreement has been negotiated and entered into in the
State of Minnesota, will be deemed to be a Minnesota contract, and will be
governed by the laws of Minnesota as to interpretation and performance without
regard to conflict of laws principles.






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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.19</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">11 No Mitigation. Executive will not
be required to mitigate the amount of any benefits the Company becomes obligated to provide in connection with this
Agreement by seeking other employment or otherwise and the benefits to be
provided in connection with this Agreement may not be reduced, offset or
subject to recovery by the Company by any benefits Executive may receive from
other sources.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">12 Obligations Absolute; No Set-off. The Company&#146;s obligations hereunder are
absolute and unconditional and will not be affected by any circumstances. The
Company has no right to set-off benefits owed under this Agreement against
amounts owed or claimed to be owed by Executive to the Company under this
Agreement or otherwise.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">13 Notices. Notices and all other communications provided for in, or required
under, this Agreement must be in writing and will be deemed to have been duly
given when personally delivered or when mailed by United States registered or
certified mail, return receipt requested, postage prepaid and addressed to
Executive&#146;s or the Company&#146;s respective address as the case may be. Any notice
of a change of address will be effective only upon receipt by the other party.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">14 No Employment or Service Contract. Nothing in this Agreement is intended to
provide Executive with any right to continue in the employ of the Company for
any period of specific duration or interfere with or otherwise restrict in any
way Executive&#146;s rights or the rights of the Company, which rights are hereby
expressly reserved, to terminate Executive&#146;s employment at any time for any
reason or no reason whatsoever, with or without cause.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">15 Entire Agreement; Modifications. This Agreement sets forth the entire
agreement of the parties with respect to the subject matter hereof, all prior
and contemporaneous oral and written discussions and agreements being merged
herein and superseded hereby, and may not be modified except by a writing
signed by the parties hereto.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
first above written.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Aetrium Incorporated

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