GUARANTEE


1.       Compex SA, c/o Zone industrielle Larges Pieces, chemin du Devent, 1024
         Ecublens, Switzerland, a Swiss corporation ("Compex") hereby
         irrevocably and unconditionally undertakes, in accordance with the
         terms of Article 111 of the Swiss Federal Code of Obligations, to fully
         indemnify U.S. Bank National Association, at U.S. Bank Place,
         Minneapolis, MN 55402, USA, a national banking association organized
         under the laws of the United States of America ("Bank") as lender under
         a Credit Agreement dated as of July __, 1999, (as amended, modified,
         supplement or restated from time to time, the "Loan Agreement") in the
         amount of US$ 20,000,000.00 (twenty million U.S. Dollars), with
         Rehabilicare Inc., at 1811 Old Highway 8, New Brighton, MN 55112, USA,
         a Minnesota corporation ("Rehabilicare") as borrower, in case
         Rehabilicare fails to meet its obligations (including but not limited
         to the due and punctual payment of principal, interest and all fees,
         costs and expenses or charges of any kind and nature) as stipulated in
         said Loan Agreement.

2.       Compex therefore irrevocably and unconditionally undertakes to pay on
         first demand by the Bank, irrespective of the validity and the legal
         effects of the above mentioned loan relationship and waiving all rights
         of objection and defence arising from said Loan Agreement, any amount
         up to one million two hundred and fifty thousand United States dollars
         (USD 1,250,000.00) upon receipt of the written request for payment and
         the confirmation in writing by the Bank that Rehabilicare has not made
         the payments stipulated in the Loan Agreement in the amount called
         under this Guarantee. The Bank acknowledges that Compex' directors
         and/or officers shall not be held personally liable by the Bank for the
         issuance of this Guarantee.

3.       This Guarantee shall continue in full force and effect until all
         payments to be made by Rehabilicare in respect of the Loan Agreement
         shall have been received by the Bank in full. However, the Bank agrees
         that this Guaranty shall be terminated in accordance with Section 11.13
         of the Loan Agreement, the provisions of which are incorporated herein
         by reference as though fully set forth herein.

4.       Compex warrants and represents to the Bank that each of the
         representations and warranties contained in the Loan Agreement
         pertaining to Compex as a Subsidiary of Rehabilicare or as a Loan Party
         as such term is defined in the



         Loan Agreement are true and correct and that such representations and
         warranties are incorporated herein by reference as though fully set
         forth herein. Compex further represents and warrants to the Bank that
         it expects to derive benefits from transactions resulting in the
         creation of the Obligations guaranteed hereby. The Bank may rely
         conclusively on a continuing representation and warranty hereby made,
         that Compex expects to continues to be benefited by the Bank's
         extension of credit to Rehabilicare and the Bank shall have no duty
         to inquire into or confirm the receipt of any such benefits, and this
         Guaranty shall be effective and enforceable by the Bank without
         regard to the receipt, nature or value of any such benefits.

5.       Compex agrees to perform and observe the affirmative and negative
         covenants respectively set forth in Articles VIII and IX of the Loan
         Agreement that apply to the undersigned as a Subsidiary of the
         Rehabilicare and that such covenants are incorporated herein by
         reference as though fully set forth herein.

6.       This Guarantee is governed by Swiss law. The place of jurisdiction for
         all disputes arising in relation to this Guarantee shall be exclusively
         THE ORDINARY COURTS OF THE CANTON OF VAUD, SWITZERLAND.

7.       Terms and expressions not otherwise defined in this Guarantee shall
         have the same meaning as in the Loan Agreement.




Geneva, ____ July 1999

Compex SA




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