EXHIBIT 10.6


                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

            THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "Settlement
Agreement") is made and entered into as of the 11th day of May, 1999, by and
between ANGEION CORPORATION, a Minnesota corporation ("Angeion"), ELA MEDICAL,
INC., a Delaware corporation ("ELA US"), and ELA MEDICAL, a societe anonyme
organized under the laws of France ("ELA SA"). Angeion, ELA US and ELA SA are
collectively known hereinafter as the "Parties". Terms used but not defined
herein shall have the meaning assigned to such terms in the Operating Agreement
(as hereinafter defined).

                                    RECITALS

            WHEREAS, Angeion and ELA US are party to that certain Withdrawal
Agreement (the "Withdrawal Agreement") dated of even date herewith, pursuant to
which ELA US has assumed certain obligations of Angeion and Angeion has
withdrawn from ELA*Angeion LLC, a Delaware limited liability company (the
"Company");

            WHEREAS, the Parties would like to resolve and settle certain
potential obligations and liabilities of Angeion, ELA US and ELA SA pursuant to
and arising under certain provisions of the Limited Liability Company Operating
Agreement of the Company dated December 9, 1997 (the "Operating Agreement")
between Angeion and ELA US, the ELA Supply Agreement and the Angeion Supply
Agreement, as amended by the Amendment and Termination of the Angeion Supply
Agreement dated May 11, 1999 (collectively, the "Supply Agreements"); and

            WHEREAS, the Parties have agreed to resolve and settle the potential
obligations and liabilities of Angeion, ELA US and ELA SA described herein in
accordance with this Settlement Agreement.

            NOW, THEREFORE, in consideration of the foregoing Recitals and the
terms and provisions set forth herein, the receipt and sufficiency of which
consideration is hereby acknowledged, each of the Parties agree as follows:

                               TERMS OF AGREEMENT

1.    Settlement and Release of ELA US. ELA US and its predecessors, successors,
      affiliates, assigns, parents, subsidiaries, and related corporations and
      entities (collectively, the "ELA US Parties"), hereby forever and
      completely remise, release and forever quitclaim and discharge Angeion and
      its predecessors, successors, affiliates, assigns, parents, subsidiaries,
      and related corporations and entities (collectively, the "Angeion
      Parties") and the respective officers, directors,

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      employees, agents and attorneys of each of the Angeion Parties, of and
      from all actions, causes of actions, suits, debts, dues, sums of money,
      accounts, bonds, bills, covenants, contracts, controversies, agreements,
      promises, damages, judgements, claims, and demands whatsoever, in law or
      in equity, whether present or future, known or unknown, asserted or
      unasserted, suspected or unsuspected, arising out of or relating to any
      obligations or liabilities of the Angeion Parties related to or arising
      under the Operating Agreement or the Angeion Supply Agreement, except for
      (i) any such obligations or liabilities of any of the Angeion Parties
      arising under or related to the Withdrawal Agreement, and (ii) those
      provisions of the Operating Agreement and the Supply Agreements, which by
      the terms of each such respective Agreement survive the expiration or
      termination thereof.

2.    Settlement and Release of ELA SA. ELA SA and its predecessors, successors,
      affiliates, assigns, parents, subsidiaries, and related corporations and
      entities (collectively, the "ELA SA Parties"), their respective officers,
      directors, employees, agents and attorneys, hereby forever and completely
      remise, release and forever quitclaim and discharge the Angeion Parties of
      and from all actions, causes of actions, suits, debts, dues, sums of
      money, accounts, bonds, bills, covenants, contracts, controversies,
      agreements, promises, damages, judgements, claims, and demands whatsoever,
      in law or in equity, whether present or future, known or unknown, asserted
      or unasserted, suspected or unsuspected, arising out of or relating to any
      obligations or liabilities of the Angeion Parties related to or arising
      under ELA Supply Agreement, except for (i) any such obligations or
      liabilities of any of the Angeion Parties arising under or related to the
      Withdrawal Agreement, and (ii) those provisions of the Operating Agreement
      and the Supply Agreements, which by the terms of each such respective
      Agreement survive the expiration or termination thereof and (iii) claims
      of Angeion with respect to software development costs for ELA SA's
      installed base of programmers.

3.    Settlement and Release of Angeion. The Angeion Parties hereby forever and
      completely remise, release and forever quitclaim and discharge the ELA US
      Parties and the ELA SA Parties (collectively, the "ELA Parties"), their
      respective officers, directors, employees, agents and attorneys, of and
      from all actions, causes of actions, suits, debts, dues, sums of money,
      accounts, bonds, bills, covenants, contracts, controversies, agreements,
      promises, damages, judgements, claims, and demands whatsoever, in law or
      in equity, whether present or future, known or unknown, asserted or
      unasserted, suspected or unsuspected, arising out of or relating to any
      obligations or liabilities of the ELA Parties related to or arising under
      the Operating Agreement or either of the Supply Agreements, except for (i)
      any such obligations or liabilities of any of the ELA US Parties arising
      under or related to the Withdrawal Agreement, and (ii) those provisions of
      the Operating Agreement and the Supply


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<PAGE>


      Agreements, which by the terms of each such respective Agreement survive
      the expiration or termination thereof.

4.    No Admission of Liability. This Settlement Agreement is in no way an
      admission of liability by any of the Parties.

5.    No Third Party Beneficiaries. This Settlement Agreement shall inure to the
      benefit of and be binding upon each of the Parties hereto and their
      respective successors and assigns. Nothing expressed or mentioned in this
      Settlement Agreement is intended to nor shall be construed, to give any
      person other than the Parties hereto and their respective successors and
      assigns any legal or equitable right, remedy or claim under or in respect
      of this Settlement Agreement or any provision herein contained. This
      Settlement Agreement and all conditions and provisions hereof are intended
      to be and are for the sole and exclusive benefit of the Parties hereto and
      their respective successors and assigns, and for the benefit no other
      person.

6.    Entire Agreement. This Settlement Agreement, together with the Withdrawal
      Agreement and the related agreements contemplated thereby, constitutes the
      entire agreement between the Parties with respect to these specific
      matters and it shall not be amended or modified in any way except by a
      subsequent agreement executed in writing by all of the Parties. This
      Settlement Agreement supercedes any prior understandings, agreements or
      representations between or among the Parties, whether written or oral,
      with respect to the specific matters referred to herein.

7.    Non-Disclosure. This Settlement Agreement shall not be cited or otherwise
      referenced to in any other proceeding without the prior written consent of
      each of the other Parties (which consent shall not be unreasonably
      withheld), except as otherwise required by law, whether judicial or
      administrative in nature, in which the Parties have or may acquire an
      interest, except as necessary to implement the terms of this Settlement
      Agreement.

8.    Succession and Assignment. This Settlement Agreement shall be binding upon
      and inure to the benefit of the Parties named herein and their respective
      successors and permitted assigns. None of the Parties may assign either
      this Settlement Agreement or any of its rights, interests, or obligations
      hereunder without the prior written approval of each of the other Parties.

9.    Governing Law. This Settlement Agreement shall be governed by and
      construed in accordance with the internal laws of the State of New York
      without giving effect to any choice or conflict of law provision or rule
      (whether of the State of New York or any other jurisdiction) that would
      cause the application of laws of


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      any jurisdiction other than those of the State of New York.

10.   Headings. The section headings contained in this Settlement Agreement are
      inserted for convenience only and shall not affect in any way the meaning
      or interpretation of this Settlement Agreement.

11.   Counterparts. This Settlement Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original but all of which
      together shall constitute one and the same instrument.

12.   No Other Change to Operating Agreement or Supply Agreements. All other
      provisions of the Operating Agreement and the Supply Agreements not
      changed by this Settlement Agreement remain in place in accordance with
      the terms of each such agreement.

            IN WITNESS WHEREOF, the parties hereto have caused this Settlement
Agreement to be duly executed as of the date and year first written above.

ANGEION CORPORATION                             ELA MEDICAL, INC.



By:    /s/ James B. Hickey, Jr.                 By:    /s/ Michel Mounier
   ---------------------------------               -----------------------------
Its:   President & CEO                          Its:
   ---------------------------------               -----------------------------


                                                ELA MEDICAL



                                                By:    /s/ Michel Mounier
                                                   -----------------------------
                                                Its:
                                                   -----------------------------


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