EXHIBIT 10.17

CERTAIN INFORMATION HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24b-2.

MEDICAL SPECIALTIES
MATERIAL PURCHASE AGREEMENT

1.       PARTIES: This Agreement is between Minnesota Mining and Manufacturing
         Company ("3M"), (through its Medical Specialties Department, located at
         3M Center, Bldg. 275-5W-05, St. Paul, MN 55144-1000) and 3M's medical
         Component customer ("Customer") identified below:

         CNS, Inc.
         ------------------------------------------------
         Company Name
         7615 Smetana Lane
         ------------------------------------------------
         Address
         Eden Prairie, MN 55439           952-229-1500
         ------------------------------------------------
         City, State  Zip                 Telephone

2.       PURPOSE AND EFFECT: This Agreement authorizes Customer and its
         authorized converters ("Converters") to purchase the 3M Components set
         forth in Schedule 1 at the prices shown as New Contract Price in
         Schedule 1, meeting the specifications set forth in Schedule 2, and
         such other materials as the parties may agree in writing to add in the
         future, ("Components"). Customer agrees to use Components solely for
         its use or use by Converters in the manufacture of nasal dilators and
         other products as described in paragraph 5 of this Agreement. This
         Agreement does not establish Customer or its Converters as a dealer or
         distributor of the Components. Customer shall direct its Converters not
         to resell any Components to any third party for resale. In the event a
         Converter is in breach of Medical Specialties Terms and Conditions of
         Sale or any other contractual obligations Converter may have to 3M, 3M
         reserves the right not to supply Components to such Converter. Customer
         acknowledges and agrees that it has sole responsibility for testing and
         evaluating the safety and suitability of use of Components in the
         product(s) for which Customer or Converters are purchasing Components.

3.       TERM: The term of this Agreement begins on the date the last party
         signs this Agreement (the "Effective Date") and will continue for
         thirty six months ("Term").

4.       TERMINATION FOR CAUSE: Upon default by either party in the performance
         of any material obligation in this Agreement, either party may give
         notice in writing to the other party and the defaulting party shall
         have thirty (30) days to cure the default. However, if the default is
         not cured within thirty (30) days, the non-defaulting party may
         terminate this Agreement by providing notice of termination, which
         shall take effect no earlier than ten (10) days from the receipt of
         such notice. Termination under this paragraph shall not relieve either
         party of an obligation existing upon the date of termination or relieve
         either party from liability for breach of this Agreement subject to the
         terms of this Agreement.

5.       EXCLUSIVE SALE AND PURCHASE; EXCEPTIONS; FIRST RIGHT OF REFUSAL:

         a) Customer agrees that during the Term of this Agreement it will
         purchase and direct its Converters to purchase all of its global
         requirements of medical grade adhesive tapes used in the manufacturing
         of external nasal dilators, with the exception of items in Exhibit A.

         b) If Customer develops or has an opportunity to obtain a new or
         modified external nasal dilator or any other product that requires the
         use of medical grade adhesives or tapes not included as Components in
         this Agreement, then Customer agrees to provide specifications,
         including but not limited to performance, color, adhesive, and price to
         3M in order for 3M to determine its ability to supply such medical
         grade adhesives or tapes. If 3M agrees to supply such new medical grade
         adhesives or tapes, then these new adhesives or tapes would become
         Components and would be added to Schedule 1 by addendum. Purchases of
         such new Components would be included in total purchases to determine
         if Customer meets minimum purchase quantities and whether Customer
         qualifies for any rebate as described in paragraph 8 of this Agreement.
         If 3M cannot or does not choose to supply the requested new medical
         grade adhesives or tapes to Customer, then 3M will provide such notice
         to Customer within 60 days and Customer can purchase the requested
         medical grade adhesives or tapes from another source. However, if no
         other supplier can supply medical grade adhesives or tapes that meet
         the specifications, and Customer changes the specifications in order to
         purchase a medical grade adhesive or tape for these new or modified
         products, then Customer agrees to give 3M Medical Specialties the first
         right of refusal to supply such adhesives or tapes using the new
         specifications under the same conditions described earlier in this
         paragraph. Customer reserves the right to determine if the 3M medical
         grade adhesive tapes meet the new or revised specifications.

         c) During the Term 3M Medical Specialties Department will not supply
         finished external nasal dilators or Components for use in the
         manufacture of external nasal dilators to any third party(s) other than
         Customer and its Converters nor will 3M Medical Specialties sell nasal
         dilators in the retail market.

         d) 3M agrees to give Customer a right of first refusal for any new
         tapes or adhesives 3M might develop which could be useful for external
         nasal dilators. Customer will have 60 days to commit to using such a
         new component and introducing a

<PAGE>

         product containing such new component within eighteen (18) months. If
         Customer does not meet either condition, 3M may sell such new component
         to any interested buyers for use in external nasal dilators. If a third
         party approaches 3M for such materials 3M will provide CNS with a right
         of first refusal to purchase such new component under the terms
         proposed by such third party and CNS will have 60 days to accept or
         reject such offer.

6.       FORECASTS, BINDING PURCHASE ORDERS, MINIMUM PURCHASE REQUIREMENT:
         Throughout the Term of this Agreement, Customer shall deliver to 3M on
         a monthly basis a forecast showing its estimated requirements for
         Components stated in number of strips, for the succeeding two calendar
         quarters ("Rolling Forecast"). Customer agrees that it is bound to
         purchase, or to direct its Converters to purchase, the first 60 days of
         forecasted Component requirements in the months such quantities were
         forecast, including any excess Components produced by 3M resulting from
         good faith efforts on the part of 3M to convert Rolling Forecast into
         square yards of required Components. Binding purchase orders for
         requirements for Components shall be placed at least twenty-one (21)
         days in advance of the requested ship date. 3M will not be obliged to
         fulfill orders received less than 21 days from the requested ship date
         or for quantities more than 15% above the applicable Rolling Forecast.
         If however, Component requirements exceed 15% of Rolling Forecast, 3M
         shall meet with Customer to discuss if and how Customer's production
         needs can be met. 3M will use reasonable efforts to meet such increased
         requirements.

7.       USE OF NAME AND TRADEMARKS: Neither party will make any use whatsoever
         of the other party's name without its written permission. The decision
         to grant such permission is within sole discretion of the
         non-requesting party. Neither party will use or reproduce any of the
         other party's trademarks or logos in any manner without prior written
         approval. To request this approval, the requesting party must forward
         to the other party a complete and accurate specimen copy of the
         proposed use. The non-requesting party agrees to reply to the
         requesting party within thirty (30) days of receipt of such proposed
         use. Any permitted use extends only to authorized materials. 3M agrees
         to keep prices, forecast volumes, quantity of purchases and other
         material information related to this Agreement confidential during the
         Term and for a period of two (2) years therafter.

8.       OTHER TERMS AND CONDITIONS: Payment shall be according to the price set
         forth on Schedule 1 subject to the following. In each twelve-month
         period during the Term, the first period beginning upon the Effective
         Date and ending twelve months thereafter, the Customer alone or
         together with its Converters shall purchase Components in an amount
         equal to the dollar value of Components purchased during the previous
         12 month period (the first 12 month period in the Term shall be
         measured against the 12 months prior to the Effective Date) (Minimum
         Purchase Requirement). If purchases by Customer, together with
         Converters, exceed the Minimum Purchase Requirement by no less than
         [****] [ ] then 3M shall pay directly to Customer a rebate according to
         Schedule 3 attached. In the event Customer, together with its
         Converters do not purchase the Minimum Purchase Requirement in any
         successive twelve-month period of the Term, , pricing for the
         subsequent 12 month period shall revert back to current (2000) prices
         based on unit volume per order as shown in Schedule 1. Failure to
         purchase the Minimum Purchase Requirement shall not constitute a breach
         of this agreement. A price change will not affect any order properly
         placed before the effective date of such change. Customer shall direct
         its Converters to make payment within 30 days of the date of invoice.
         3M reserves the right to not ship Components to any Converter whose
         accounts payable for Components are not current. The price for product
         set forth in Schedule 1 includes the cost of standard freight to one
         destination in the U.S. 3M and Customer will work together in good
         faith to try to find opportunities for reducing the cost of Customer's
         external nasal dialators that use Components

9.       SHIPMENT DEADLINES; RISK OF LOSS; TITLE: 3M will ship Components to
         Customer or its authorized converter FOB Point of Shipment, freight and
         insurance prepaid and allowed to the first U.S. destination specified
         in Customer's or its authorized converter's purchase order. 3M shall
         make reasonable efforts to meet any shipping dates specified in
         purchase orders, but failure to meet any particular shipping deadline
         less than 21 days from promised ship date will not constitute a breach
         of this Agreement. Risk of loss passes to Customer when Components are
         delivered to designated ship-to dock. For all Components contained in
         any single shipment, title passes to Customer's Converters only when
         Customer's Converters have fully paid for the shipment.

10.      REGULATORY APPROVALS: Customer shall be responsible for obtaining and
         maintaining all necessary regulatory approvals for Customer's products
         that incorporate Components in the country where products are sold.

11.      WARRANTIES LIMITED; INDEMNIFICATION: All statements, technical
         information and recommendations contained in any specifications are
         based on tests 3M believes to be reliable. 3M warrants only that at the
         time of shipment the Components will meet the Component specifications
         in effect at the time of ordering and it has the right and authority to
         sell the Components pursuant to the terms and conditions of the
         Agreement. 3M DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT
         TO COMPONENTS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
         MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM
         INFRINGEMENT. 3M specifically DOES NOT warrant the Components for any
         intended or unintended uses (whether or not foreseeable); for
         compatibility or suitability with other materials; for a customers or
         Third party's negligence in handling or storage; or for the suitability
         or acceptability of the Component specifications or test methods. Nor
         does 3M warrant that the Component will perform as anticipated as
         assembled. 3M also disclaims all warranties against infringement of any
         third party patent, in combination with any other materials or in any
         process of manufacture or use alone or in combination with any other
         materials.

<PAGE>

         Customer shall indemnify and hold 3M harmless from any and all loss or
         liability for any and all claims, causes of action, suits, proceedings,
         damages, demands, fees, expenses, fines, penalties and costs (including
         without limitation, attorney's fees, costs and disbursements) arising
         from any injury or alleged injury to any person or business for
         property damage, personal injury or incidental, special or
         consequential damages made against Customer or 3M for liability arising
         from or caused by Customer's use of Components in Customer's products
         except to the extent such liability is caused by the negligence of 3M
         in the production, handling or distribution of Components prior to
         receipt by Customer or its Converter or by 3M's failure to supply
         Components in accordance with the warranty set forth in Paragraph 11.

12.      LIMITATION OF REMEDIES: If properly and promptly notified (see
         Paragraph 13), 3M will, at its option, replace or refund the purchase
         price of any Component that is proved not to conform to 3M's express
         limited warranty at the time of shipment. THESE REMEDIES ARE EXCLUSIVE
         REMEDIES AGAINST 3M FOR ANY ALLEGED OR ACTUAL NONCONFORMANCE TO
         SPECIFICATIONS OR DEFECT OR OTHER FAILURE IN THE COMPONENTS OR FOR 3M'S
         PERFORMANCE OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES IS 3M LIABLE TO
         CUSTOMER OR CUSTOMER'S DESIGNATED CONVERTER FOR ANY INDIRECT,
         INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS)
         IN ANY WAY RELATED TO THE COMPONENTS OR TO PERFORMANCE OF THIS
         AGREEMENT UNDER ANY THEORY OF LAW INCLUDING, BUT NOT LIMITED TO,
         NEGLIGENCE AND STRICT LIABILITY.

13.      CUSTOMER'S DUTY TO INSPECT; RETURNS: Customer will direct its
         Converters to promptly inspect any shipment of Components received from
         3M and to promptly notify 3M in writing of any defects. The notice must
         specify the defects in detail; any defect not specified is waived. Any
         goods not rejected within fifteen 15 days of delivery are accepted.
         After sending the notice, Customer will direct its Converters to follow
         the 3M Return Goods Policy then in effect, or any specific and
         reasonable instructions that 3M may issue. Customer will allow or will
         direct its Converters to allow 3M to inspect any allegedly defective
         goods at Customers' or its Converters' site or direct that a sample be
         provided to 3M for investigation. For any goods which 3M determines are
         defective, Customer and/or its Converters will follow the 3M
         instructions and either return the goods to 3M, with 3M responsible for
         the return freight or dispose of the goods in a safe manner as directed
         by 3M. Reasonable costs for such disposal will be paid by 3M.

14.      PROPER USE OF COMPONENTS: Customer will direct its Converters that they
         will not process handle or package the Components in any way that might
         compromise the Components efficacy or safety. Customer will not and
         will direct its Converters to not misuse or mishandle the Components or
         treat or deal with the Components in any way that might misrepresent
         the characteristics and capabilities of such Components. It is
         understood and agreed that the application of mentholated encapsulated
         slurry to manufacture mentholated nasal strips does not create a breach
         of this agreement. It is further understood that the application of
         such slurry to any Component is solely the decision of Customer and
         3M's warranty obligations are limited as provided in paragraph 11 or
         this agreement.

15.      INTELLECTUAL PROPERTY; NO EXCLUSIVE RIGHTS: Nothing herein shall grant
         to Customer or any of its Converters any patent, license, right or
         assignment in any patent, trade secret or other intellectual property
         owned or controlled by 3M or its affiliated companies. Likewise,
         nothing herein shall grant to 3M any patent, license, right or
         assignment in any patent, trade secret or other intellectual property
         owned or controlled by Customer or its Converters.

16.      COMPONENT DISCONTINUANCE: 3M may discontinue its production or sale of
         Components at any time during the Term of this Agreement if 3M has
         reasonable grounds to believe the Components or Customer's products
         that use Components present a serious health, safety or environmental
         risk.

17.      MISCELLANEOUS:

         a) INSURANCE: Customer will maintain a liability insurance program
         covering such risks (including, but not limited, to products liability
         and contractual liability) as are appropriate in accordance with the
         sound business practice and Customer's obligations under this
         Agreement, including, but not limited to, at least $5,000,000 in
         product liability and $5,000,000 in general liability coverage. At the
         request of 3M, Customer shall provide a certificate of insurance
         evidencing the existence of these coverages on an annual basis.

         b) EVENTS OF EXCUSED PERFORMANCE: Neither 3M nor Customer shall be
         considered in default or be liable to the other for any delay beyond
         the reasonable control of such party, including, but not limited to,
         acts of God, explosion, earthquake, fire, flood, war whether declared
         or not, accident, strikes, labor disturbances, inability to procure
         supplies from third party vendors, sabotage, or order or decrees of any
         court or action of a governmental authority. If such delay continues
         for a period of more than 30 consecutive days Customer is relieved of
         its obligation to purchase exclusively from 3M for the period of 3M's
         inability to supply and such longer period as may be reasonably
         necessary to secure a supply of similar components from a third party.
         3M agrees to use reasonable commercial efforts to help Customer
         identify such a supplier.

         c) NO ASSIGNMENT OR DELEGATION: Neither this Agreement nor any of the
         rights and obligations of a party hereunder shall be assigned,
         delegated, sold, transferred, sublicensed or otherwise disposed of, by
         operation of law or otherwise, to any third party without the prior
         written consent of the other party not to be unreasonably withheld;
         provided, however, that either party may, without such consent, assign
         this Agreement and its rights and obligations hereunder in connection
         with the sale of all or substantially all of its assets related to the
         business for the ingredients or the products, or in the event of its
         merger or consolidation or change in control or similar transaction.
         This paragraph does not prevent Customer from using a designated
         converter to process some or all of Components for Customer.

<PAGE>


         d) NOTICES: Any notice, order or other communication required by this
         Agreement must be in writing, sent by first class mail or faster
         written means, and addressed to the address listed on Attachment 1. A
         party may designate in writing a substitute address.

         e) ENTIRE AGREEMENT; NO WAIVER: This Agreement, the schedules attached
         hereto, as well as any 3M Component specifications, state the complete
         understanding between 3M and Customer on this subject and replace any
         statements, communications or understandings, whether oral or written,
         made before, during or after this Agreement is signed. Customer or its
         Converters may place orders under this Agreement using Customer's or
         Converters' regular purchase order form. The only function of such
         purchase order shall be to communicate the quantity of Components
         desired and any delivery instructions. Any other terms on such forms
         are void and of no effect. This Agreement cannot be modified except in
         writing, signed by both parties. No sales representative of 3M may
         orally or in writing modify this Agreement. A course of dealing or of
         performance or usage of trade does not effect a waiver or modification
         unless ratified in writing. A party's failure to exercise a right in
         one instance does not waive that party's right to later exercise that
         right.

         f) GOVERNING LAW AND VENUE: Any questions, claims or disputes
         concerning or related to this Agreement are governed by the laws of
         Minnesota, notwithstanding any conflict of law principle to the
         contrary. The parties consent to jurisdiction and venue in the State of
         Minnesota.

         g) CONVERTERS: It is acknowledged and agreed that Customer shall not be
         liable for the performance of any obligation that may be undertaken by
         any of the Converters to 3M in connection with the purchase of
         Components pursuant to this agreement or otherwise including, without
         limitation, the payment for Components pursuant to any orders placed by
         such Converters with 3M. Not withstanding the foregoing, Customer
         agrees to cooperate with 3M and render all assistance that may be
         reasonably requested with respect to any default by Converter in
         connection with its purchase of Components from 3M.

         h) NATIONAL ACCOUNT REPRESENTATION: 3M agrees during the term of the
         agreement to provide Customer with National Account or similar status
         and to designate individual(s) where one or more of their
         responsibilities is to represent 3M and be a primary contact person for
         Customer's staff for, but not limited to the following purposes: new
         business opportunities, periodic forecast submissions, material
         lead-time and delivery or quantity issues; etc.

         i) Both parties agree not to disclose the terms or existence of this
         agreement to any third party, other than Customer's Converters, except
         to the extent such disclosure is required by law or a valid court
         order.


ACCEPTED AND AGREED TO:

MINNESOTA MINING AND MANUFACTURING COMPANY    CUSTOMER

By /s/ Michael W. Downing                     By /s/ Larry Muma
  ----------------------------------------      --------------------------------

Michael W. Downing                            Larry Muma
------------------------------------------    ----------------------------------
Print Name                                    Print Name

Business Director                             VP Operations
------------------------------------------    ----------------------------------
Title                                         Title

7/27/01                                       8/1/01
------------------------------------------    ----------------------------------
Date                                          Date

                                              CNS, Inc.
                                              ----------------------------------
                                              Company Name

<PAGE>


                                  Attachment 1



IF TO CNS:                                   COPY TO:

CNS, Inc.                                    CNS, Inc.
7615 Smetana Lane                            7615 Smetana Lane
Attn: V.P. Operations                        Attn: Director Materials
Minneapolis, MN 55439-0802                   Minneapolis, MN 55439-0802









IF TO 3M:                                    COPY TO:

Minnesota Mining and Manufacturing           Minnesota Mining and Manufacturing
 Company (3M)                                 Company (3M)
Medical Specialties Department               Office of General Counsel
Attn:                                        Counsel for Medical Specialties
3M Center Building 275-5W-05                 3M Center Building, 220-11W-02
St. Paul, MN 55144-1000                      St. Paul, MN 55144-1000

<PAGE>


                                    Exhibit A

                                   Exceptions


                                    [* * * *]

<PAGE>


                                   Schedule 1

                                   Restricted

                                    CNS, Inc.
                                Component Pricing


                                    [* * * *]

<PAGE>


                                   Schedule 2

                                   Restricted

                                    CNS, Inc.
                            3M Product Specifications


                                    [* * * *]

<PAGE>


                                   Schedule 3

                                   Restricted

                                    CNS, Inc.
                           3M to CNS REBATE FOR GROWTH

                                    [* * * *]