SEPARATION AGREEMENT


     This Agreement (the "Agreement) is hereby entered into by and between EMPI,
INC. (the "Company") and DONALD D. MAURER ("Executive") effective as of May 1,
1997.


                                       RECITALS

     Donald D. Maurer is the founder and current Chairman of the Board and Chief
Scientific Officer of the Company.  On May 1, 1993, the Company and Executive
signed an Employment Agreement with a five-year term under which Executive was
to serve as the Company's Chairman of the Board and as an officer of the
Company.  The Board of Directors of the Company is deeply appreciative of the
leadership and many contributions of Executive, without which the Company would
not be the success it is today.  The Board of Directors believes, however, that
from a corporate governance viewpoint, it is in the best interests of the
Company to effect an early termination of Executive's Employment Agreement and
to affirm a plan of succession.  Accordingly, the Company has terminated this
Employment Agreement and in consideration of Executive's covenants hereunder and
Executive's agreement to release of claims set forth herein, the Company has
made provision for Executive to remain as a non-officer employee of the Company
through April 30, 1998, and for certain payments and other benefits to be paid
to Executive.


                                      AGREEMENT

     Now therefore for good and valuable consideration, the parties agree as
follows:

               1.   COMPANY.  Company, as used herein, means Empi, Inc., its
          successors and assigns, its subsidiaries, and its present and former
          directors, officers, shareholders, employees and agents, whether in
          their individual or official capacities.

               2.   EXECUTIVE.  Executive, as used herein, means Donald D.
          Maurer and anyone who has or obtains legal rights or claims through
          him.

               3.   RESIGNATIONS.  Effective as of the Company's 1997 Annual
          Meeting of Shareholders, Executive will resign as Chief Scientific
          Officer of the Company.  Effective as of the date of the Company's
          1998 Annual Meeting of Shareholders, Executive will resign as Chairman
          of the Board of the Company and assume the honorary position of
          Chairman Emeritus until his term as a director of the Company expires
          in 1999.  Effective as of the Company's 1999 Annual Meeting of
          Shareholders, Executive will resign as a director of the Company.

               4.   EMPLOYMENT AND DUTIES. 

                         a.   TERM AND DUTIES.  From the date of the Company's
               Annual Meeting through April 30, 1998, Executive will serve as
               the Company's Director of Research, reporting to Joseph
               Laptewicz, the Company's Chief Executive Officer ("CEO").
               Executive will perform such functions and duties as agreed upon
               by the CEO and himself.


                         b.   TIME COMMITMENT.  The Company recognizes this
               one-year employment period to be a time of transition and desires
               to facilitate Executive's pursuit of other interests.
               Accordingly, Executive will be on a full-time work schedule for a
               maximum of three months, an 80% work schedule during the second
               three months, a


                                         E-24
<PAGE>

               60% work schedule during the third three months and a 40% work
               schedule during the last three months.

                         c.   COMPENSATION PAYMENTS.  Executive will be paid at
               his current salary throughout the one-year Employment Period and
               he will continue to receive his regular automobile and cellular
               telephone allowance during this period.  Executive in his
               discretion may determine when to take the salary payments, in
               equal installments or in one or two lump sum payments as he
               determines in his discretion.  For 1997, Executive will continue
               to participate in the Company's incentive bonus plans and will be
               eligible for stock options granted under the Company's Incentive
               Plan in accordance with the Employment Agreement between
               Executive and the Company dated May 1, 1993 (the "Employment
               Agreement").  The 1997 bonus payment, if any, will be paid to
               Executive concurrently with the payment of bonuses to the other
               participants in the Incentive Plan.  All stock options granted to
               Executive, if any, will be 100% vested upon grant.  All other
               benefits currently provided to Executive will continue until May
               1, 1998.  Benefits after May 1, 1998 will be as set forth in
               Section 5 of this Agreement.

                         d.   STOCK OPTIONS.  All stock options currently held
               by Executive will be deemed to be immediately exercisable in
               accordance with Section 6(a)(iii) of his Employment Agreement.
               All such stock options will be exercisable until May 30, 1998 in
               compliance with the Company's stock option plan.

                         e.   OTHER BENEFITS.  Accrued vacation pay, if any,
               will be paid in accordance with the Company's vacation pay
               policies for retiring employees.  Executive will continue to
               participate in the Company's 401(k) Plan until April 30, 1998.
               Executive's 401(k) benefits as of April 30, 1998 will be
               allocated in accordance with the Plan terms.

               5.   CONSULTANT.

                         a.   TERM AND DUTIES.  From May 1, 1998 through April
               30, 2001, Executive shall serve as a consultant to the Company
               and shall perform such duties as are agreed upon by the CEO and
               Executive. 

                         b.   TIME COMMITMENT.  Executive agrees to provide
               consulting services up to a maximum of 40 days during each twelve
               (12) month period and such additional time as is agreeable to
               Executive.  Executive will perform such services at such
               locations as the Company may reasonably request, but it is
               understood that without Executive's consent he will not be
               required to provide services for more than five consecutive days.

                         c.   COMPENSATION.  For the first year as a consultant,
               Executive will continue to receive compensation equal to his
               salary in effect immediately prior to beginning his consultancy.
               In the second and third years, Executive will be paid $36,000 per
               year.  Executive in his discretion may determine when to take the
               salary payments, in equal installments or in one or two lump sum
               payments.  For any consulting time in excess of 40 days,
               Executive will be paid the sum of $1,200 per day or per partial
               day.

                         d.   BENEFITS.  After May 1, 1998, Executive will
               receive no further benefits from the Company except the following
               insurance benefits.  After May 1, 1998, the Company guarantees to
               provide Executive and his eligible family members health
               insurance coverage until the earliest date he becomes eligible
               for Medicare, either through the continuation of present Company
               health coverage or through the purchase of an individual health
               insurance plan providing reasonably comparable benefits.  The
               costs of such health coverage will be assumed by the Company and
               the Company will pay to Executive on an annual ("grossed up")
               basis an amount to cover any tax costs if such insurance payments
               are taxable income to him.  The Company and Executive will comply
               with COBRA requirements as applicable.  The Company will continue
               to pay Ernst & Young for providing tax services to Executive in
               the years 1997, 1998, 1999 and 2000.


                                         E-25
<PAGE>

                         e.   TERMINATION.  Executive may terminate his
               consulting arrangement with the Company at any time upon written
               notice to the Company.  The Company may not terminate the
               consulting arrangement with Executive except for "Cause."  Cause
               shall be defined as termination of the Executive because of:  (1)
               gross misconduct, dishonesty or disloyalty; (2) willful and
               material breach of this Agreement by Executive; or (3) conviction
               or entry of a plea of guilty or nolo contendere to any felony or
               gross misdemeanor or the entry of any final civil judgment in
               connection with any allegation of fraud, misrepresentation,
               misappropriation or any other intentional tort or statutory
               violation.

     6.   INVENTIONS.

          a.   DEFINITIONS.  For purpose of this Agreement:

                                   (i)    "Invention" means by invention,
                    enhancement, alteration, modification improvement,
                    discovery, new idea, formula, process, design, trade secret
                    or other useful technical writing, whether or not
                    copyrightable or patentable, relating to the existing or
                    reasonably foreseeable business of the Company.

                                   (ii)   "Proprietary Information" means any
                    information that is not generally known and relates to the
                    Company's existing or reasonably foreseeable business which
                    is not readily disclosed by inspection of the Company's
                    products and has been expressly or implicitly protected by
                    the Company from unrestricted use by persons not associated
                    with the Company, including trade secrets and Inventions.
                    Proprietary Information includes, but is not limited to,
                    information contained in or relating to the Company's
                    product designs, tolerances, manufacturing methods,
                    processes, techniques, treatment or chemical composition of
                    material, plant layout, tooling, marketing plans or
                    proposals, and customer information.

                         b.   DISCLOSURE AND ASSIGNMENT.  Executive agrees to
               promptly disclose to the Company in writing complete information
               concerning all Inventions and Proprietary Information made,
               generated, discovered, developed, conceived, perfected or first
               reduced to practice by Executive alone or in conjunction with
               others, during or after working hours, while employed by the
               Company that:

                                   (i)    Relate to any subject matter
                    pertaining to Executive's employment or consultancy;

                                   (ii)   Relate to or is directly or
                    indirectly connected with the business, products, projects
                    or Proprietary Information of the Company; or

                                   (iii)  Involve the use of any time, material
                    or facility of the Company.

                    Executive hereby acknowledges that all said Inventions and
          Proprietary Information shall be "work made for hire" as defined in 17
          U.S.C. Section 101 (1976), as amended, and as such, shall be the
          exclusive property of the Company.  Executive hereby assigns to the
          Company all his right, title and interest in such Inventions and
          Proprietary Information, except as otherwise specifically agreed by
          the Company in writing.

                         c.   NONDISCLOSURE OF PROPRIETARY INFORMATION.  Unless
               authorized in writing by an Officer or General Counsel for the
               Company, Executive will not divulge or use any of the Proprietary
               Information for his own or another's benefit, either during his
               employment or afterwards, nor will Executive accept any
               employment which would, by the nature of the position, inherently
               involve the use or disclosure by him of Proprietary Information.


                                         E-26
<PAGE>

                         d.   LIMITATION OF SECTION 6(B).  The provisions of
               Section 6(b) shall not apply to any Invention meeting all of the
               following conditions:

                                   (i)    Such Invention was developed entirely
                    on Executive's own time;
                                   (ii)   Such Invention was made without the
                    use of any of the Company's equipment, supplies, facility or
                    trade secret information;

                                   (iii)  Such Invention does not relate (1)
                    directly to the business of the Company or (2) to the
                    Company's actual or demonstrably anticipated research and
                    development; and

                                   (iv)   Such Invention does not result from
                    any work performed by Executive for the Company.

                         e.   ASSISTANCE OF EXECUTIVE.  Executive agrees, at the
               Company's expense, to give the Company all assistance it
               reasonably requires to perfect, protect, and use its rights to
               Inventions and Confidential Information.  In particular, but
               without limitation, Executive agrees to sign all documents, do
               all things, and supply all information that the Company may deem
               necessary or desirable to (i) transfer or record the transfer of
               Executive's entire right, title, and interest in Inventions and
               Proprietary Information; and (ii) enable the Company to obtain
               patent, copyright, or trademark protection for Inventions
               anywhere in the world.

                         f.   CONTINUING OBLIGATIONS AFTER TERMINATION OF
               EMPLOYMENT.  The obligations of this Section 6 shall continue
               beyond the termination of Executive's employment with respect to
               Inventions conceived or made by Executive during the period of
               Executive's employment with the Company and shall be binding upon
               Executive's assigns, executors, administrators, and to other
               legal representatives.  In the event Executive is called upon to
               render assistance to the Company pursuant to Section 6(c) after
               termination of Executive's employment or consultancy with the
               Company, the Company shall pay Executive reasonable compensation
               for the assistance rendered and shall call upon Executive for
               assistance at such reasonable times so as not to interfere with
               Executive's new employment or business.  For purposes of this
               Agreement, any Invention or discovery relating to the business of
               the Company upon which Executive files a patent application
               within one (1) year after termination of Executive's employment
               or consultant relationship with the Company shall be presumed to
               have been made while Executive was employed by the Company or for
               which he provided services as a consultant, subject to proof to
               the contrary by good faith, written and duly corroborated records
               establishing that such Invention or discovery was conceived and
               made by Executive following termination of employment.

                         g.   RECORDS.  Executive shall keep complete, accurate
               and authentic accounts, notes, data and records of all Inventions
               in manner and form requested by the Company.  Such accounts,
               notes, data and records shall be the property of the Company, and
               upon its request Executive shall promptly surrender the same to
               the Company.

               7.   AGREEMENT NOT TO COMPETE. 

                         a.   RESTRICTIVE COVENANT.  Executive agrees that until
               May 1, 2001, he shall not, directly or indirectly, engage in
               competition with the Company in any capacity (e.g., as an
               advisor, principal, agent, partner, officer, director,
               stockholder or employee) as follows: 

                                   1)     For as long as Executive serves on
                    the Company's Board of Directors, Executive will not compete
                    with the Company in any way with the business of the Company
                    currently being conducted by the Company or which business
                    the Company intends to conduct as evidenced by a


                                         E-27
<PAGE>

                    business plan communicated to Executive and approved by the
                    Board of Directors.

                                   2)     During the period in which Executive
                    serves as a consultant to the Company, Executive will not
                    compete in any way with the business of the Company or which
                    the Company intends to conduct if information about its
                    intended business plans was made known to Executive in his
                    capacity as a director of or a consultant to the Company.

                              The Company agrees that Executive will not be
               precluded from serving as an employee or consultant to a person
               or company interested in implantable medical devices or any other
               devices which the Company is not then manufacturing, marketing or
               developing and are not included in a business plan which has been
               communicated to Executive as a device which the Company intends
               to manufacture, market or develop.  If Executive is unsure about
               the application of this Restrictive Covenant to his service as an
               employee or consultant to another organization or his ownership
               in another organization, he may request a waiver from the
               Company's Corporate Governance Committee.  If a waiver is
               granted, it will be binding upon the Company and the Executive
               will be free to work for or consult with the party named in the
               request.  If a waiver is not granted, Executive will not be
               precluded from testing the validity of this Restrictive Covenant
               in a court of law.

                         b.   EQUITABLE REMEDIES.  The payments to be made to
               Executive through May 1, 2001 as set forth in this Agreement are
               in part in consideration for Executive's agreement not to
               compete.  If Executive violates his agreement not to compete, the
               Company shall have the right to terminate his payments and seek
               injunctive relief prohibiting Executive from competing against
               the Company.

                         c.   GEOGRAPHIC EXTENT OF COVENANT.  The obligations of
               Executive not to compete shall apply to the entire United States.

                         d.   NON-SOLICITATION.  Executive further agrees that
               through May 1, 2001, he will not solicit or encourage employees
               of the Company to terminate their employment with the Company or
               in any way interfere or attempt to interfere with the Company's
               relationship with any current or potential customers of Empi. 

                         e.   CONSTRUCTION OF AGREEMENT NOT TO COMPETE.  To the
               extent any provision of this Section 7 shall be invalid or
               unenforceable, it shall be considered deleted herefrom and the
               remainder of such provision and this Section 7 shall be
               unaffected and shall continue in full force and effect.  In
               furtherance to and not in limitation of the foregoing, should the
               duration or geographical extent of, or business activities
               covered by, any provision of this Section 7 be in excess of that
               which is valid and enforceable under applicable law, then such
               provision shall be construed to cover only that duration, extent
               or activities which are validly and enforceably covered.
               Executive acknowledges the uncertainty of the law in this respect
               and expressly stipulates that this Section 7 be given the
               construction which renders its provisions valid and enforceable
               to the maximum extent (not exceeding its expressed terms)
               possible under applicable laws.

               8.   RELEASES.  Executive agrees that, on or before May 1, 1998,
          he will execute a separate written "Release of Claims" which the
          Company will provide and which will in substantial part provide as
          follows:

                         a.   RELEASE OF CLAIMS.  Executive will release, agree
               not to sue, and forever discharge Empi, Inc., its subsidiaries,
               successors and assigns, insurers, and affiliated and predecessor
               companies, their successors and assigns, their insurers, and the
               present and former owners, officers, directors, employees,
               shareholders, consultants, and agents of any of them, whether in
               their individual or official capacities, and the current and
               former trustees or administrators of any pension or other benefit
               plan applicable to the employees or former employees of Empi,
               Inc., in their official and individual


                                         E-28
<PAGE>

               capacities, from all claims and demands whatsoever, whether known
               or unknown, in law or equity, Executive ever had, now have, or
               shall have up to and through the date of his signing this Release
               of Claims, including, but not limited to, any claims arising by
               statute, in tort or contract, arising out of or in connection
               with my employment by Empi, Inc., the termination of that
               employment, or otherwise.  This release includes, without
               limiting the generality of the foregoing, any claims Executive
               has or may have for wages, commissions, penalties, vacation pay
               or other benefit, defamation, or improper discharge (based on
               contract, at common law or under any federal, state or local
               statute or ordinance prohibiting discrimination in employment,
               particularly discrimination based on race, sex, national origin,
               age, color, creed, religion, marital status, disability, or
               sexual orientation, including but not limited to the Minnesota
               Human Rights Act, Minn. Stat. Section 363.01 ET SEQ., Title VII
               of the Civil Rights Act of 1964 as amended, 42 U.S.C. Section
               2000e ET SEQ., and the Age Discrimination in Employment Act, 29
               U.S.C. Section 621 ET SEQ.), or attorney's fees or costs.

                         b.   NOTIFICATION OF RIGHTS.  Executive is hereby
               notified of his right to rescind the Release of Claims with
               regard to claims arising under the Minnesota Human Rights Act,
               Minnesota Statutes Chapter 363, within 15 days after Executive
               signs this Release of Claims.  In order to be effective, the
               rescission must be in writing and delivered to Joseph E.
               Laptewicz, Empi, Inc., 599 Cardigan Road, St. Paul, Minnesota
               55126-3965 by hand or mail.  If delivered by mail, the rescission
               must be postmarked within the required period, properly addressed
               to Joseph E. Laptewicz as set forth above, and sent by certified
               mail, return receipt requested.

                         c.   FULL RELEASE.  Executive will have read the above
               Release of Claims and understand it as a full and final release
               of all claims he may have against Empi, Inc. and the other
               entities and individuals covered by this Release of Claims.  He
               shall agree that he has had an opportunity to consult with an
               attorney and that Executive will enter into this Release of
               Claims knowingly and voluntarily.

               9.   CORPORATE INFORMATION.  Executive agrees that he will not
          remove any proprietary corporate information from the Company's
          offices, including the office he occupied.  The determination of what
          information is proprietary will be in the discretion of the Company.
          Subject to the foregoing, corporate information shall include, but not
          be limited to, sales plans, customer information, employee
          information, business correspondence and any other information which
          is related to Empi, Inc. or its subsidiaries or their businesses.  All
          personal property of the Executive, property which is not owned by or
          is not proprietary or confidential to the Company, will be returned to
          Executive.

               10.  ASSIGNMENT.  The obligations of Executive under this
          Agreement may not be assigned by Executive.  However, in the event of
          Executive's mental or physical disability, incapacitation or death,
          all remaining payments shall continue to be made to Executive's
          spouse, or in the event of the death of the Executive's spouse, the
          payments will be made to Executive's estate.  As defined in this
          Section 10, payments shall include, but not be limited to, Executive's
          salary through April 1998, bonus payments for 1997 and consulting
          payments through April 2001.  Unexercised option rights may be
          exercised by Executive's estate through May 1998.  In the event of
          Executive's death, the Company will provide health insurance benefits
          to Executive's wife through the earliest date when Executive would
          have been eligible for Medicare.  The Company's rights and obligations
          under this Agreement will inure to the benefit and be binding upon the
          Company's successors and assignees.  In the event that the Company is
          acquired, merged or reorganized, Executive may choose to continue
          consulting with the Company, but he will have no obligation to do so.
          If he chooses to consult with the Company after its acquisition,
          merger or reorganization, it will be on terms agreed upon with the
          Company's new owners.  Whether or not Executive chooses to enter in a
          new consulting agreement with the new owners, the Company will honor
          its payment obligations under Section 5 above.

               11.  SEVERABILITY.  If a court rules that any part of this
          Agreement is not enforceable, that part may be modified by the court
          to make it enforceable.  The parties expressly agree that the
          restrictions contained in Sections 4, 6 and 7 are reasonable and
          should be enforced to the maximum extent and scope possible.


                                         E-29
<PAGE>

               12.  DUE AUTHORIZATION.  The Board of Directors of the Company
          has approved this Agreement and authorized Kenneth Tempero to execute
          the Agreement on behalf of the Board of Directors and the Company.

               13.  GOVERNING LAW.  Any disputes arising under this Agreement
          shall be governed by the laws of the State of Minnesota.

               14.  FULL AGREEMENT.  This Agreement contains the full agreement
          of the parties and may not be modified, altered, or changed in any way
          except by written agreement signed by both parties.  Except as
          expressly stated in this Agreement, the parties agree that this
          Agreement supersedes and terminates any and all oral and written prior
          agreements and understandings between the parties.

                                   EMPI, INC.



Dated:  May 12, 1997               By   /s/ Kenneth Tempero
       -----------------------        ------------------------------------------
                                               Kenneth Tempero, on behalf of the
                                            Board of Directors of Empi, Inc.



Dated:  May 12, 1997               /s/ Donald D. Maurer
       -----------------------     ---------------------------------------------
                                   Donald D. Maurer


                                         E-30
<PAGE>

                                      EXHIBIT B


                          AMENDMENT TO SEPARATION AGREEMENT

     This Amendment to Separation Agreement (the "Amendment"), made and entered
into by and between EMPI, INC. (the "Company") and DONALD D. MAURER
("Executive") effective as of October 14, 1997, amends the Separation Agreement
entered into between the Company and Executive effective as of May 1, 1997 (the
"Separation Agreement").

                                      RECITALS

     Executive has been employed with the Company since May 1, 1997 pursuant to
the terms and conditions set forth in the Separation Agreement.  Executive and
the Company now desire to amend certain terms and conditions of the Separation
Agreement and to set forth those amendments in writing.


                                     AGREEMENT
                                         
     NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the parties agree as follows:

     1.   Paragraph 3, the second sentence, of the Separation Agreement
(Resignations) is deleted in its entirety and replaced by the following
sentence:

          Effective as of October 14, 1997 Executive will resign as Chairman of
          the Board of Directors of the Company and assume the honorary position
          of Chairman Emeritus of the Board until his term as a director of the
          Company expires in 1999.  This position is honorary only and as
          Chairman Emeritus, Executive will not serve as a legal representative
          of the Company.  As Chairman Emeritus, Executive will serve at the
          discretion of the Board of Directors.

     2.   Paragraph 4.a. of the Separation Agreement (Term and Duties) is
deleted in its entirety and replaced by the following paragraph:

          a.   TERM AND DUTIES.  Effective as of October 14, 1997, through April
               30, 1998, Executive will serve as a Senior Adviser to the
               Company, reporting to Joseph Laptewicz, the Company's Chief
               Executive Officer ("CEO").  Executive will perform only such
               functions and duties as reasonably agreed upon by the CEO and
               Executive.

     3.   Paragraph 4.b. of the Separation Agreement (Time Commitment) is
deleted in its entirety and replaced by the following paragraph:

          b.   TIME COMMITMENT.  Effective as of October 14, 1997 through April
               30, 1998, Executive will maintain a work schedule sufficient to
               perform only those functions and duties reasonably agreed upon by
               the CEO and Executive pursuant to Paragraph 4.a. above.  It is
               understood that Executive will perform his work duties on the
               Company's premises only if expressly requested by the CEO.

     4.   Paragraph 6.b. of the Separation Agreement (Disclosure and Assignment)
is clarified by inserting the phrase "or under contract as a consultant"
immediately after the phrase "while employed".

     5.   Paragraph 6.c. of the Separation Agreement (Nondisclosure of
Proprietary Information) is clarified by inserting the phrase "or consultant
relationship" immediately after the phrase "nor will Executive accept any
employment".

     6.   Paragraph 6.f., the heading and first sentence, of the Separation
Agreement (Continuing Obligations after Termination of Employment) are deleted
in their entirety and replaced by the following heading and sentence:


                                         E-31
<PAGE>

          CONTINUING OBLIGATIONS AFTER TERMINATION OF EMPLOYMENT AND CONSULTANT
          RELATIONSHIP.  The obligations of this Section 6 shall continue beyond
          the termination of Executive's employment and consultant relationship
          with respect to Inventions conceived or made by Executive during the
          period of Executive's employment and/or consultant relationship with
          the Company and shall be binding upon Executive's assigns, executors,
          administrators, and to other legal representatives.

     7.   Notwithstanding the amendments set forth above in Paragraphs 4, 5 and
6 of this Amendment, the Company and Executive do not desire to change the
spirit and the intentions of the parties as they were expressed in Paragraph 6
of the aforesaid Separation Agreement.  The parties hereby reaffirm in "plain
English" that they understand Executive is required to disclose and assign to
the Company any invention or discovery which he made during his employment or
consultancy if: (i) the invention is related to the Company's business or its
actual or demonstrably anticipated research and development; or (ii) the
invention was made with the use of the Company's proprietary information or any
of its resources.  Those inventions or discoveries made during this period which
are not related to the Company's business and which were not made with the use
of the Company's proprietary information or resources are the sole property of
Executive and need not be disclosed or assigned to the Company.

     8.   Paragraph 8.b., the first sentence, of the Separation Agreement
(Notification of Rights) is deleted in its entirety and replaced by the
following sentence:

          Executive is hereby notified of his right to rescind the Release of
          Claims with regard to claims arising under the Minnesota Human Rights
          Act, Minnesota Statutes Chapter 363, within 15 calendar days of his
          signing this Release of Claims, and with regard to his rights under
          the federal Age Discrimination in Employment Act, 29 U.S.C. Section
          621 ET SEQ., within 7 calendar days of his signing this Release of
          Claims, rescission periods to run concurrently.

     9.   Paragraph 8.c., of the Separation Agreement (Full Release) is amended
by adding the following sentence immediately after the current second sentence:

          Executive also shall agree that the Company informed him that he has
          not less than 21 days from his receipt of the Release of Claims to
          consider whether the terms are acceptable to him and that, by his
          signature to the Release of Claims, he acknowledges that he has had
          the benefit of the 21-day period.

     10.  Except as specifically provided herein, all other terms of the
Separation Agreement remain unchanged and are hereby reaffirmed by the Company
and Executive.

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


                                        EMPI, INC.


Dated:    October 20, 1997         By   /s/ Kenneth Tempero
      --------------------            -------------------------------
                                      Kenneth Tempero, on behalf of the Board of
                                      Directors of Empi, Inc.


Dated:    October 24, 1997              /s/ Donald D. Maurer
      --------------------            -------------------------------
                                        Donald D. Maurer


                                         E-32

Source: OneCLE Business Contracts.