AMENDMENT TO RETENTION AGREEMENT

     This Amendment dated as of November __, 1998 (this "Amendment") to
Retention Agreement dated as of October 15, 1998 (the "Retention Agreement") is
entered into between Marquette Medical Systems, Inc., a Wisconsin corporation
(the "Company"), and __________________ (the "Executive"). Capitalized terms not
defined herein shall have the respective meanings set forth in the Retention
Agreement.

     WHEREAS, the Company and the Executive desire to amend the Retention
Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the mutual covenants in this Amendment,
the parties hereby agree as follows:

     The first sentence of Section 3.3 of the Retention Agreement is hereby
amended to read in its entirety as follows:

     "If the employment of the Executive is terminated by the Company without
     Cause or due to death or Disability at any time following the Effective
     Time and prior to the First Anniversary Date (i) each Substitute Option
     held by the Executive on the date of such termination of employment that is
     then exercisable shall continue to be exercisable for 90 days following the
     date of such termination of employment and shall expire at the close of
     business on the 90th day following such termination of employment to the
     extent not exercised and (ii) each Substitute Option held by the Executive
     on the date of such termination of employment that is not then exercisable
     shall remain outstanding and shall continue to become exercisable in
     accordance with its original vesting schedule and if such Substitute Option
     shall become exercisable prior to the First Anniversary Date, such
     Substitute Option shall continue to be exercisable for 90 days following
     the date on which it shall have become exercisable and shall expire at the
     close of business on the 90th day following the date on which it shall have
     become exercisable; provided, however, that each Substitute Option that is
     not exercisable on the First Anniversary Date shall become fully
     exercisable on the First Anniversary Date and continue to be exercisable
     for 90 days following the First Anniversary Date and shall expire at the
     close of business on the 90th day following the First Anniversary Date to
     the extent not exercised.  Notwithstanding the foregoing sentence,
     following such termination of employment after the Effective Time and prior
     to the First Anniversary Date, the Executive may deliver a written notice
     to the Company requesting that the Company accelerate the exercisability of
     all or

 
     part of the Substitute Options that are then unexercisable, which notice
     shall describe in reasonable detail the circumstances upon which such
     request is based and be accompanied by a completed notice of option
     exercise in the form provided for in the Company Stock Option Plan with
     respect to the number of shares covered by such notice (the "Acceleration
     Request").  The Company shall notify the Executive in writing whether it
     has consented to such request (which consent shall not be unreasonably
     withheld or delayed) in light of the circumstances described in such
     request. If the Company consents to such request, such Substitute Options
     shall be deemed to have been exercised as of the date set forth on such
     written consent in the manner described in the Acceleration Request with
     respect to the number of shares covered by such Acceleration Request."

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.

                       MARQUETTE MEDICAL SYSTEMS, INC.



                       By:  __________________________
                            Name:
                            Title:


                       EXECUTIVE


                       _______________________________

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