This Employment Agreement ("Agreement") is entered into this 28th day of July 2000, by and between William
A. Knaus, M.D. (the "Executive") and APACHE MEDICAL SYSTEMS, INC. (the "Company").
WHEREAS, Executive currently is employed by the University of Virginia; and
WHEREAS, Executive wishes to take a leave of absence from such employment and be employed during such
leave of absence by the Company; and
WHEREAS, the Company wishes to retain the services of the Executive during such period;
NOW, THEREFORE, in consideration of the promises and mutual agreements made herein, and intending to be
legally bound hereby, the Company and Executive (collectively, the "Parties") agree as follows:
1. Employment Term. Subject to Section 5, the term of this Agreement shall be from July 1, 2000, through
December 31, 2000 (the "Term"). Should the Parties wish to extend this Agreement beyond December 31,
2000, the Parties shall enter into a renewal agreement delineating the terms and conditions of Executive's
employment no later than November 30, 2000.
2. Employment Duties. Executive will serve as President and Chief Executive Officer of the Company subject to
the direction and control of the Board of Directors. Executive shall be fully responsible for all facets of the
Company's operations, with all of the Company's employees reporting to Executive, either directly or indirectly.
Executive agrees to perform and discharge the duties assigned to him to the Board's reasonable satisfaction. In
performing such duties, Executive agrees to comply fully with all of the Company's policies and standards and to
the lawful instructions and directives of the Board of Directors. Executive agrees to devote his full professional
time, skills and best efforts to the business of the Company and will not, during the term of this Agreement,
engage (whether or not during normal business hours) in any other business or professional activity, whether or
not such activity is pursue