<SEQUENCE>8

<FILENAME>e500533_ex10-2.txt

<DESCRIPTION>EMPLOYMENT AGREEMENT

<TEXT>



[LOGO] ICU Medical, Inc.



                              EMPLOYMENT AGREEMENT



            THIS EMPLOYMENT AGREEMENT is made and entered into as of this first

day of January 2005, by and between ICU Medical, Inc., a Delaware corporation

("Employer"), and George A. Lopez ("Employee").



                                    RECITALS



            A. Employer is engaged in the business of developing and

manufacturing safe medical connectors.



            B. Employer desires to continue to employ Employee, and Employee

desires to continue to be employed, on the terms and conditions set forth in

this Agreement.



            C. Prior to or contemporaneously with the date of this Agreement,

Employee and the Company have entered into an Indemnification Agreement and a

Confidentiality and Inventions Agreement.



                                    AGREEMENT



            Accordingly, in consideration of the mutual covenants contained

herein, the parties agree as follows:



            1. TERMS OF AGREEMENT



                  1.1 Initial Term The initial term of this agreement shall

begin on January 1, 2005 and shall continue until December 31, 2005 unless it is

terminated earlier pursuant to Section 5.



                  1.2 Renewal Terms Notwithstanding Section 1.1, this Agreement

shall be extended and continue in effect, subject to Section 5, until the

earlier of (i) the execution by Employer and Employee of an amendment extending

this Agreement or a new employment agreement or (ii) March 31, 2006 if, but only

if, at December 31, 2005 each of the following is true:



            a. This Agreement has not been terminated pursuant to Section 5 and

            Employer has not notified Employee of a termination pursuant to

            Section 5;



            b. Neither Employer not Employee has notified the other of its or

            his intention not to extend or renew this Agreement; and





                                       1

<PAGE>



            c. The parties have not yet executed an amendment extending this

            Agreement or a new employment agreement.



      Neither this Agreement nor the employment of Employee will in any event

      continue beyond March 31, 2006 unless Employer and Employee execute an

      amendment extending this Agreement or a new employment agreement by such

      date.



            2. EMPLOYMENT



                  2.1 Employment of Employee. Employer hereby hires Employee as

President and Chief Executive Officer. Employee hereby accepts such employment

on the terms and conditions of this Agreement.



                  2.2 Position and Duties. Employee shall serve, as President

and Chief Executive Officer of Employer and shall have the general powers and

duties of management usually vested in that office in a corporation and such

other powers and duties as may be prescribed by the Board of Directors or the

Bylaws of Employer. In this position, Employee will report directly to, and be

subject to the supervision of the Board of Directors.



                  2.3 Standard of Performance. Employee agrees that s/he will at

all times faithfully and industriously and to the best of his/her ability,

experience and talents perform all of the duties that may be required of and

from him/her pursuant to the terms of this Agreement. Such duties shall be

performed at such place or places as the interests, needs, business and

opportunities of Employer shall require or render advisable.



                  2.4 Exclusive Service. Employee shall devote all of his/her

business energies and abilities and all of his/her productive time to the

performance of his/her duties under this Agreement (reasonable absences during

holidays and vacations excepted), and shall not, without the prior written

consent of Employer, render to others any service of any kind (whether or not

for compensation) that, in the opinion of Employer, would materially interfere

with the performance of his/her duties under this Agreement.

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