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EXHIBIT 10.13



HELIX BIOCORE, INC.



SELF-INSURANCE

TRUST AGREEMENT



This Agreement is made as of this 28th day of February, 1991, by and between Helix BioCore, Inc. a Minnesota corporation ("HBI") and Richfield Bank & Trust Co. ("Trustee").



WHEREAS, HBI desires to indemnify its past and present directors and officers, as listed on Exhibit A (the "Beneficiaries"), against liability claims and expenses which they may become obligated to pay as a result of wrongful acts or omissions or alleged wrongful acts or omissions arising out of duties which they performed for HBI in their official capacity; and



WHEREAS, as of the effective date of this Agreement, commercial insurance coverage is prohibitively expensive and inadequate; and



WHEREAS, qualified directors and officers would be unwilling to serve in such capacities without adequate assurances of protection from such claims; and



WHEREAS, HBI desires to contribute to a trust fund assets sufficient to pay all expenses incurred in investigating, settling and defending against such claims and amounts due from such claims or to use such funds to purchase insurance to provide protection against said claims and expenses arising therefrom for the Beneficiaries; and



WHEREAS, the Trustee is willing to receive and to hold such assets in trust in accordance with the terms and conditions of this Agreement;



THEREFORE, the parties agree as follows:



ARTICLE I



ESTABLISHMENT OF TRUST



1.1 Purpose of Trust. HBI hereby establishes this Trust for the purposes of (a) indemnifying Beneficiaries in accordance with, and to the fullest extent permissible under, the provisions of the Minnesota Business Corporation Act, as it may from time to time be amended, and (b) paying officers and directors liability insurance premiums, and hereby delivers to the Trustee the sum of $200,000, to be held in a fund (the "Trust Fund") for the benefit of the Beneficiaries in accordance with the terms of this Trust Agreement. HBI may deliver additional funds to the Trustee from time to time to be similarly held.



1.2 Initial Contribution. The Trustee acknowledges receipt of the initial $200,000 contribution and agrees to hold, invest and reinvest such assets as HBI may from time to time pay over, together with any income and earnings thereon, in trust for the purposes stated herein in accordance with the terms and conditions of this Agreement.



1.3 Contract Rights. The rights of the Beneficiaries under this Trust are contract rights based upon good and valuable consideration and shall be enforceable the same as if the provisions hereof were set forth in a separate written contract between HBI and each Beneficiary. It is expressly intended that the indemnification provided hereunder shall extend to derivative actions against officers or directors that otherwise qualify for indemnification pursuant to the Minnesota Business Corporation Act.



ARTICLE 2





2.1 Consent Defined. Wherever Consent is required in this Agreement, Consent shall be defined as follows:



(a) HBI shall obtain a majority vote, approving the proposed

action, of each of two classes of Beneficiaries, namely,

current directors and officers of HBI (Class 1) and past

directors and officers of HBI (Class 2).



(b) The following Beneficiaries shall be excluded from such

classes and shall not be entitled to vote under this

Article:



(i) Heirs and personal representatives of deceased officers

and directors;



(ii) Mentally incompetent Beneficiaries;



(iii) Beneficiaries who cannot be located through the notice

procedures described in Section 8.7 and after additional

reasonable efforts;



(iv) Beneficiaries who do not respond to a notice requesting

Consent by the time designated in the notice; and



(v) If payment of a claim is involved, a Beneficiary on

whose behalf the claim would be paid.



(c) Class 2 shall not be entitled to vote on any Consent issues

until it contains at least 5 members, after the exclusions

in (b) above



2.2 Notice. HBI, when seeking Consent as required in this Agreement, shall notify all Beneficiaries eligible to vote, in accordance with Section 8.7, providing said Beneficiaries with a reasonable time in which to respond. The Beneficiaries shall respond with notice of approval or disapproval within the time limits set out in the notice.



2.3 Certificate of Consent. HBI shall promptly certify to the receipt or non-receipt of such Consent upon written request of any party to this Trust Agreement.



ARTICLE 3





3.1 Date of Coverage. New directors and officers of HBI shall become Beneficiaries under this Trust Agreement and shall be listed on Schedule A upon election as a director or officer of HBI. Beneficiary status shall last for the duration of the Trust Agreement unless a Beneficiary elects out, in accordance with Section 3.3 below.



3.2 Heirs and Representatives of Beneficiaries. The term Beneficiary shall include heirs and representatives of deceased past directors and officers against whom claims have been brought for wrongful acts or omissions arising out of official duties performed for HBI.



3.3 Election Out of Coverage. Any past or present officer or director may elect to not become a Beneficiary under this Trust Agreement. Written notice of election out of Beneficiary status shall be delivered to the Trustee and to HBI and shall be effective upon receipt of such notice by the Trustee.



3.4 Process of Indemnification. A Beneficiary seeking indemnification under this Agreement shall submit to HBI a certificate containing the following information:



(a) a description of the nature of the claim for which a right

to receive payments hereunder is asserted and the identity

of the persons who have made or threatened the claim;



(b) copies of all papers served on the Beneficiary in connection

with the claim;



(c) a written undertaking satisfactory to HBI to repay to the

Trust any amounts paid or applied to or for the use of the

Beneficiary pursuant to this Trust in the event a

determination is made by the Trustee that under applicable

law payments to the Beneficiary are not lawful and proper in

the circumstances; and



(d) a written undertaking satisfactory to HBI to keep HBI fully

informed of the progress of the claim and to deliver

promptly to HBI copies of all pleadings and other material

documents in relation to the proceeding.



3.5 Certificate and Payment of Claim. A certificate delivered pursuant to Section 3.4 shall be approved or disapproved in accordance with paragraph 5.1(c) and, if approved, paid in accordance with paragraphs 4.1(d), (e) and (f).



ARTICLE 4



DUTIES AND POWERS OF TRUSTEE



4.1 Trustee Duties.



(a) General Duty. To discharge the duties with respect to this

Trust solely in accordance with the terms and conditions of

this Trust Agreement for the purposes of indemnifying

Beneficiaries in accordance with the standards set out in

this Trust Agreement and paying directors and officers

liability insurance premiums.



(b) Establishment of Trust Fund. To establish a fund from which

to pay amounts described in (a). The Trustee shall deposit

in said fund all cash, cash equivalents such as certificates

of deposit and marketable government securities, and notes

contributed thereto by HBI.



(c) Investment. To invest and reinvest the trust funds only in

Authorized Investments. "Authorized Investments" shall

consist only of the following:



(i) Obligations issued or guaranteed by the United States

Government, including obligations issued by its

agencies or by its instrumentalities;



(ii) Obligations (such as time deposits, Euro dollar time

deposits, letters of credit, certificates of deposit,

and bankers' acceptances) of commercial banks, savings

banks and savings and loan institutions participating

in the FDIC or FSLIC and organized under and regulated

by the United States Government and/or the State of

Minnesota, including the Trustee itself, and provided

that total principal and accrued income invested in any

such obligation shall at no time exceed the insured

limit of such obligation;



(iii) Money market funds whose funds are solely invested in

obligations described in paragraph (i) or (ii) above;



(iv) In exercising its investment authority with respect to

the Authorized Investments listed above, the Trustee

shall consider safety of principal, ready marketability

and interest yields (in that order) and may make

purchases and sales of investments through its own bond



(d) Payment of Claims. To pay amounts from the Trust Fund,

consistent with the purposes stated in paragraph 1.1 as

follows: Upon receipt of a written notice of approval of a

claim by HBI or the arbitrator specified in Section 5.1(c)

of this Trust Agreement, the Trustee shall pay to the

Beneficiary from the Trust Fund the amount specified in the

written notice. In the event that the amount of cash held in

the Trust Fund is insufficient to make any payment required

pursuant to this Trust Agreement, the Trustee shall sell

investments in the Trust Fund so that the cash in the Trust

Fund is sufficient to make such payments.



(e) Notification of Insufficient Assets. If the Trustee is

instructed, in accordance with Section 4.1(d), to pay claims

and the assets in the Trust Fund are insufficient to pay all

of such claims, the Trustee shall immediately give written

notice to HBI and to the Beneficiary or Beneficiaries whose

claims are unpaid, of its inability to pay. HBI shall

respond to such notification in accordance with subparagraph

5.2(a).



(f) Priority of Claims. If the Trustee has two or more claims

and insufficient assets in the Trust Fund to satisfy all

claims, then the Trustee shall pay the claims according to

written instructions drafted by an authorized representative

of HBI, approved in accordance with the Consent procedures

described in Article 2. If no agreement is reached, the

priority of claims and division of funds in the Trust shall

be submitted to binding arbitration in accordance with the

Commercial Arbitration Rules of the American Arbitration

Association, as then in effect, with instructions for the

arbitrator to make a decision based on the following

factors. First, the arbitrator shall determine if any

Beneficiary has significantly greater culpability for the

underlying loss and, if so, such Beneficiary's claim shall

be the first to be reduced. If there still is insufficient

assets or there is a determination that no beneficiary had

significantly greater culpability, the reduction shall be

pro rata in accordance with each of the remaining

Beneficiary's loss. The decision of the arbitrator shall be

binding and conclusive on the parties and HBI shall pay the

costs of the arbitration, not including the costs of counsel

for the Beneficiaries.



(g) Payment of Insurance Premiums. Provided HBI obtains Consent,

the Trustee shall pay directors and officers liability

insurance premiums to a commercial insurer selected by HBI

in accordance with instructions from an authorized

representative of HBI.



(h) Recordkeeping. The Trustee shall keep accurate records of

the operation of the Trust, including instructions to the

Trustee from HBI as to payments to be made from the Trust,

which shall be available for inspection during regular

business hours at the principal office of the Trustee by

authorized representatives of HBI or by any Beneficiary. The

Trustee shall not be responsible for keeping records of

claims information submitted by Beneficiaries; such records

shall be maintained by HBI, as provided in Section 5.1(d).



(i) Accounting. No later than 60 days after the end of each

calendar year (which is the fiscal year of the Trust and of

HBI) and after the end of each quarter therein, to forward a

financial statement to HBI stating the balance in the Trust

Fund at the beginning and end of the period, current period

contributions, investments and reinvestments, activities of

the Trust, the amount and nature of all payments including

final payments and those for claims management, legal

expenses, claims paid and the like, together with the Trust

Fund balance. The first financial statement will be for that

portion of the calendar quarter year extending from the date

of establishment of the Trust to the following March 31st.

The Trustee shall make such statements available for review

by any Beneficiary listed on Schedule A or a legal

representative thereof, upon advance written notice to the

Trustee and during the Trustee's regular business hours.



4.2 Trustee Powers.



(a) Exclusive Duties. The provisions of this Agreement set forth

exclusively the duties of the Trustee with respect to any

and all matters pertinent hereto and no implied duties or

obligations shall be read into this Trust Agreement against

the Trustee.



(b) Indemnity. The Trustee shall be indemnified and held

harmless by HBI against any and all costs, liabilities and

expenses (including expenses of litigation and counsel fees)

incurred by it with respect to payments made by reason of

any action or omission to act by the Trustee in good faith

under this Trust Agreement or otherwise incurred in good

faith by the Trustee, except such as arise from the

negligence or misconduct of the Trustee. The Trustee shall

be under no obligation to institute or defend any action,

suit or proceeding in connection with this Trust Agreement

unless first indemnified to its satisfaction. The Trustee

may consult counsel in respect of any question arising under

this Agreement and the Trustee shall not be liable for any

action taken or omitted in good faith upon advice of such



(c) Reliance. The Trustee may conclusively rely upon and be

protected in acting upon any statement, certificate, notice,

request, consent, order or other document believed by it to

be genuine and to have been signed or presented by the

proper party or parties.



(d) To Employ Agents and Attorneys. The Trustee may select and

employ or retain such agents or attorneys as the Trustee

from time to time may deem necessary or advisable in

connection with the management and operation of the Trust

herein created, and pay the reasonable fees, commissions, or

salaries incurred on account thereof as an expense of

administration of the Trust.



(e) Compensation. The Trustee shall receive an annual

administrative fee of two hundred fifty dollars ($250) plus

seven-tenths of one percent (.7%) of the Trust assets,

valued as of December 31 of each year. Said fees shall be

paid by HBI or if HBI fails to so pay, said fee shall be

chargeable to, and constitute a direct charge against, the

Trust Fund. Fee schedules are subject to annual review and

adjustment, reasonably acceptable to both parties.



ARTICLE 5



DUTIES AND POWERS OF HBI



5.1 HBI Duties.



(a) Funding. HBI shall, contemporaneously with the execution of

this Agreement and in accordance with the Assignment

(Exhibit B), transfer to the Trustee $200,000 in cash, cash

equivalents or securities, as the initial funding of the

Trust. HBI in its discretion may make additional periodic

contributions of cash, cash equivalents or securities to the

Trust. Each such contribution shall be accompanied by an

Assignment (Exhibit B).



(b) Notification of Potential Claims. HBI shall notify the

Trustee of any potential claims by Beneficiaries as soon as

it is aware of such potential claims.



(c) Approval and Certification of Claims. The Board of Directors

of HBI shall appoint (1) a member or committee of said Board

(not including any director making a claim) or (2) special

independent legal counsel, to approve and certify claims of

certifying Beneficiaries pursuant to the provisions of this

Trust Agreement. Written notice of approval or denial of

each claim shall be given to the Beneficiary within 30 days

of receipt of the claim. If such appointed representative

reje...

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