EXHIBIT 10.3


                 IMPLANTABLE CARDIOVERTER DEFIBRILLATOR PRODUCT
                       MANUFACTURING AND SUPPLY AGREEMENT


                                     BETWEEN


                      ANGEION CORPORATION, AS MANUFACTURER

                                       AND

                            ELA MEDICAL, AS PURCHASER



         NOTE:    PORTIONS OF THIS EXHIBIT MARKED WITH "X'S" HAVE BEEN OMITTED
                  PURSUANT TO A REQUEST FOR CONFIDENTIALITY UNDER RULE 24b-2 OF
                  THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. A COPY OF
                  THIS EXHIBIT IN ITS ENTIRETY HAS BEEN FILED SEPARATELY WITH
                  THE SECURITIES AND EXCHANGE COMMISSION.

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<TABLE>
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                                                 TABLE OF CONTENTS
                                                                                                               PAGE

<S>      <C>                                                                                                      <C>
Definitions.....................................................................................................  1

2.       Manufacture and Purchase...............................................................................  8
         2.1.         Agreement to Manufacture..................................................................  8
         2.2.         Exclusivity...............................................................................  9
         2.3.         Existing Distributors of Manufacturer..................................................... 10
         2.4.         Purchaser Distributors.................................................................... 11
         2.5.         xxxxxxxxx xx xxxxxxxxxx xxxxxxxxx......................................................... 12
         2.6.         Other Cardiac-Related Devices............................................................. 13

3.       Intellectual Property Matters.......................................................................... 13
         3.1.         Use of Purchaser's Trademarks on Products................................................. 13
         3.2.         Use of Manufacturer's Name on Products.................................................... 13
         3.3.         No Use of Manufacturer's Trademarks....................................................... 13
         3.4.         Copyrights................................................................................ 13
         3.5.         Technical Information..................................................................... 14
         3.6.         Infringement of Intellectual Property Rights of Manufacturer.............................. 14
         3.7.         License of Technical Information.......................................................... 14

4.       Commercialization...................................................................................... 15
         4.1.         Diligence................................................................................. 15
         4.2.         Reports and Sales Records................................................................. 16
         4.3.         Promotional and Product Literature........................................................ 16
         4.4.         Technical Assistance...................................................................... 17
         4.5.         Labels and Markings....................................................................... 17

5.       Regulatory and Governmental Approvals.................................................................. 18
         5.1.         Clinical Studies; Custom Devices.......................................................... 18
         5.2.         Government Approvals...................................................................... 18

6.       Pricing and Payments................................................................................... 20
         6.1.         Transfer Prices........................................................................... 20
         6.2.         Payment Terms............................................................................. 22
         6.3.         Financial and Related Books and Records................................................... 23
         6.4.         Late Payments............................................................................. 23
         6.5.         Currency Conversion....................................................................... 23

7.       Purchase and Supply of Product......................................................................... 24
         7.1.         Orders.................................................................................... 24
         7.2.         Effect of Late Payments................................................................... 25


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         7.3.         Inspection of Shipments................................................................... 25
         7.4.         Purchase Forecasts........................................................................ 25
         7.5.         Minimum Purchase Requirements. ........................................................... 26
         7.6.         Orders by Affiliates...................................................................... 27
         7.7.         Return of Expired Products................................................................ 28

8.       Quality Assurance; Testing............................................................................. 28
         8.1.         Quality Control........................................................................... 28
         8.2.         Testing................................................................................... 28
         8.3.         Records and Traceability.................................................................. 29

9.       Warranties and Indemnifications........................................................................ 29
         9.1.         Manufacturer Product Warranties........................................................... 29
         9.2.         Recalls................................................................................... 31
         9.3.         Indemnification for Third Party Claims.................................................... 31
         9.4.         Manufacturer Infringement Indemnification................................................. 32
         9.5.         Limitation on Damages. ................................................................... 32
         9.6.         Certain Covenants......................................................................... 33
         9.7.         Representations and Warranties of the Parties............................................. 33
         9.8.         Mitigation................................................................................ 34
         9.9.         Indemnification Procedure for Third Party Claims and Infringement
                      Claims.................................................................................... 34

10.      Term and Termination................................................................................... 35
         10.1.        Term...................................................................................... 35
         10.2.        Events of Early Termination............................................................... 36
         10.3.        Elimination of One or More Countries...................................................... 36
         10.4.        Rights and Obligations on Expiration or Termination....................................... 37

11.      Confidentiality; Publicity; Non-Solicitation........................................................... 38
         11.1.        Confidential Information.................................................................. 38
         11.2.        Publicity................................................................................. 39
         11.3.        Non-Solicitation.......................................................................... 40

12.      Dispute Resolution Provisions.......................................................................... 40
         12.1.        General Dispute Principles................................................................ 40
         12.2.        Arbitration of Other Disputes............................................................. 40

13.      Certain Legal Restrictions............................................................................. 43
         13.1.        Export Controls........................................................................... 43
         13.2.        Foreign Corrupt Practices Act............................................................. 44
         13.3.        Block Exemption........................................................................... 44


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14.      Miscellaneous.......................................................................................... 44
         14.1.        Fees and Expenses......................................................................... 44
         14.2.        Severability.............................................................................. 44
         14.3.        Entire Agreement; Amendments.............................................................. 45
         14.4.        Notices................................................................................... 45
         14.5.        No Waiver................................................................................. 46
         14.6.        Headings.................................................................................. 46
         14.7.        Survival of Provisions.................................................................... 46
         14.8.        Successors and Assigns.................................................................... 47
         14.9.        No Third Party Beneficiaries.............................................................. 47
         14.10.       Governing Law............................................................................. 47
         14.11.       Insurance................................................................................. 47
         14.12.       Waivers................................................................................... 47
         14.13.       English Language Controls................................................................. 48
         14.14.       Relationship of the Parties............................................................... 48
         14.15.       Counterparts.............................................................................. 48
         14.16.       Sovereign Immunity; Exclusions............................................................ 48
         14.17.       Force Majeure............................................................................. 49

</TABLE>

Schedule 1.4    -     xxxxxxxxxx xxxxxxxxx
Schedule 1.18   -     Existing Distributors
Schedule 1.45   -     Purchaser Distributors
Schedule 1.49   -     Region
Schedule 1.51   -     Related Agreements
Schedule 6.1(a) -     Unit Transfer Prices for Initial Products
Schedule 7.5(a) -     Projections
Schedule 7.5(b) -     Aggregate Minimum Purchases for each Region
Schedule 8.2    -     Testing Procedures
Schedule 9.7    -     No Conflicts
Schedule 12.2   -     AAA Rules
Schedule 14.11  -     Insurance


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                 IMPLANTABLE CARDIOVERTER DEFIBRILLATOR PRODUCT

                       MANUFACTURING AND SUPPLY AGREEMENT

         This Implantable Cardioverter Defibrillator Product Manufacturing and
Supply Agreement (the "Agreement") is entered into as of the 9th day of
December, 1997 ("Effective Date") by and between Angeion Corporation, a
Minnesota corporation ("Manufacturer"), and ELA Medical, a societe anonyme
organized under the laws of France ("Purchaser").

         Manufacturer has the expertise in the manufacture of certain
Implantable Cardioverter Defibrillator ("ICD") products which shall be the
subject of this Agreement.

         Purchaser wishes to have made certain Products (as hereinafter defined)
and Manufacturer wishes to manufacture and sell to Purchaser such Products for
resale in the Territory (as hereinafter defined) subject to the terms and
conditions of this Agreement.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
provided herein, the Parties agree as follows:

         1.       DEFINITIONS.

                  1.1.     "AAA" shall mean the American Arbitration
Association.

                  1.2. "Act" shall mean the United States Food, Drug and
Cosmetic Act of 1938, as amended from time to time (and any amendments or
additions thereto from time to time or any successor or similar Applicable Law).

                  1.3. "AIMD" shall mean Directive 90/385/EEC Relating to Active
Implantable Medical Devices and all regulations, guidelines or guidance issued
thereunder (and any amendments or additions thereto from time to time).

                  1.4. "Additional Countries" shall mean those countries listed
on Schedule 1.4 as Additional Countries.

                  1.5. "Adverse Device Events" shall mean any Product-related
event that is reportable (or that Purchaser or Manufacturer determines after
Best Efforts at mutual consultation should be reported) to (i) the FDA, a
Notified Body, a Competent Authority, or any local regional ethics committee
("LREC") responsible for approving the protocols for any clinical trials
conducted upon the Products in the Territory or any other ethics committee
within the Territory with responsibilities analogous to a LREC; or (ii) to any
other Governmental Authority responsible for the regulation of medical devices.

                  1.6. "Affiliate(s)" shall mean any corporation, association or
other entity which directly or indirectly controls, is controlled by or is under
common control with the Party in


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question, but only for so long as such relationship exists. As used herein, the
term "control" shall mean the ability to direct the business of a company and
shall be presumed in the case of ownership, directly or indirectly, of shares of
stock having at least fifty percent (50%) of the voting power entitled to vote
for the election of directors in the case of a corporation, and at least fifty
percent (50%) of the voting power and interest in profits in the case of a
business entity other than a corporation, or only if less than fifty percent
(50%) of the voting power and interest in profits is permitted by Applicable
Law, the maximum amount allowed in the country in question (so long as the
holder retains the ability to direct the business of the entity). The Parties
acknowledge and agree that neither L'Oreal nor the Joint Venture shall be deemed
to be included within the term "Affiliate" for any purposes under this Agreement
unless otherwise expressly provided in this Agreement.

                  1.7. "Aggregate Minimum Purchases" shall mean the minimum
sales levels as set forth in Schedule 7.5(b).

                  1.8. "Applicable Laws" shall mean all foreign, federal, state
and local laws, statutes, rules and regulations which have been enacted by a
Governmental Authority and are in force as of the date hereof or which are
enacted by a Governmental Authority and come into force during the term of this
Agreement, in each case to the extent that the same are applicable to the
performance by the Parties of their respective obligations under this Agreement.
Without limiting the foregoing, Applicable Laws shall include the AIMD, the Act
(including any applicable regulations under the Act governing manufacturing
practices) and the MDD.

                  1.9. "Baseline" shall have the meaning set forth in Section
7.5(a) of this Agreement.

                  1.10. "Best Efforts" shall be determined under New York law
and shall mean such efforts as are consistent with efforts made by businesses of
similar size and resources in a similar circumstance and context to achieve a
particular result in a timely manner, but shall not require a Party to take
actions that would be commercially unreasonable to such Party in the
circumstances.

                  1.11. "Budgeted Sales Price" shall have the meaning set forth
in Section 6.1(b) of this Agreement.

                  1.12. "CE Marking" shall mean the authorization to put the
symbol "CE" on any of the Products in accordance with the provisions of EC
Directive 93/68 (OJ 1993 L220/1) by an appropriate European standardization
body, such as CEN (Comite Europeen de Normalisation: European Committee for
Standardisation) or CENELEC (Comite Europeen de Normalisation Electrotechnique:
European Committee for Electrotechnical Standardisation), indicating such
Product's conformity with the harmonized European standards applicable to such
Product.


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                  1.13. "Cardiac Stimulation Device" shall mean an implantable
medical device for electrically stimulating or shocking the heart which is
suitable for use by or with human patients. The term "Cardiac Stimulation
Device" includes, without limitation: cardiac pacemakers, antitachycardia
pacemakers, cardioverters and defibrillators, including combinations thereof
("such devices"), pulse generators and other waveform generators for such
devices; electronic and mechanical components, including without limitation
batteries and capacitors to the extent these components are used for or with
such devices; mechanisms for coupling such devices in a stimulating, shocking or
sensing relationship to the heart including without limitation leads,
electrodes, and sensors; and data dispensing, processing and gathering systems
for such devices, including without limitation programmers, pacing system
analyzers, defibrillation system analyzers, testers, encoders, decoders,
transmitters, receivers, and computer software-controlled systems, including all
related software; and internal, but not external, holter monitors used for
recording heart rhythms (even though such internal holter monitors do not
electrically stimulate the heart). The term "Cardiac Stimulation Device"
excludes, by way of example and not limitation, muscle stimulators, nerve
stimulators, bone growth stimulators, cardiomyoplasty stimulators and associated
devices, arrhythmia mapping devices, imaging technology, angioplasty devices,
catheter ablation systems, and temporary external pacemakers and defibrillators
and EKG monitors (other than pacing programmers) which are stand-alone,
non-ambulatory and not intended for transtelephonic monitoring.

                  1.14. "Commission" shall mean the Commission of the European
Union.

                  1.15. "Competent Authority" shall mean the authority, if any,
in each member state of the European Union in the Territory responsible for
enforcement of the AIMD and the MDD from time to time.

                  1.16. "Confidential Information" shall mean technical and
business information relating to a Party's or its Affiliates' Intellectual
Property Rights, trade secret processes or devices, techniques, data, formula,
inventions (whether or not patentable) or products, research and development
(including research subjects, methods and results), production, manufacturing
and engineering processes, computer software, costs, profit or margin
information, pricing policies, confidential market information, finances,
customers, distribution, sales, marketing, and production and future business
plans and any other information of a "confidential" nature, specifically
including, without limitation, any information that is identified orally or in
writing by the disclosing party to be confidential, or that the receiving party
should reasonably understand under the circumstances to be a trade secret of the
disclosing party or information of a similar nature that is not generally known
to the public.

                  1.17. "Demand for Arbitration" shall have the meaning set
forth in Section 12.2(b).

                  1.18. "Existing Distributors" shall mean those third parties
having an existing distribution arrangement with Manufacturer in countries in
the Territory, the list of which third


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parties is set forth in Schedule 1.18. Schedule 1.18 further identifies any
third parties having an existing distribution arrangement with Manufacturer in
the Additional Countries.

                  1.19. "Expense Reimbursement Basis" shall mean a reimbursement
for all reasonable out-of-pocket costs and expenses plus an agreed upon hourly
or per diem amount for personnel and agreed upon amounts for reasonable overhead
allocation.

                  1.20. "FDA" shall mean the United States Food and Drug
Administration or any successor United States governmental agency performing
similar functions with respect to medical devices.

                  1.21. "FDA Tracking Information" shall mean the information
relating to the Products that must be maintained pursuant to 21 U.S. Code of
Federal Regulations Part 821 and any amendments or additions thereto.

                  1.22. "Firm Period" shall mean any three months (or six
months, as applicable) of a Forecast which are considered firm pursuant to
Section 7.4.

                  1.23. "Force Majeure" shall mean, in relation to either Party,
any circumstances beyond the reasonable control of that Party, including,
without limitation, any fire, storm, flood, earthquake, explosion, accident,
acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic,
quarantine restrictions, acts of God or acts of any Governmental Authority,
labor disputes that result in work stoppages, transportation embargoes or
failure or delays of transportation, or inability to secure raw materials or
machinery for the manufacture of devices as a result of any of the foregoing. No
acts of a Governmental Authority resulting from any acts or omissions of
Purchaser or Manufacturer that are in breach of this Agreement shall constitute
an event of Force Majeure for the breaching Party.

                  1.24. "Forecast" shall have the meaning set forth in Section
7.4.

                  1.25. "Foreign Corrupt Practices Act" shall mean the U.S.
Foreign Corrupt Practices Act of 1977, as amended.

                  1.26. "Government Approval" shall mean governmental marketing,
and other governmental authorization required from any Governmental Authority or
Notified Body before the Products may be commercially marketed in any country of
the Territory, including any requirements for reimbursement and pricing
approval.

                  1.27. "Governmental Authority" shall mean any nation or
government, any state, province or other political subdivision thereof or any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, including Competent Authorities and
the FDA.


<PAGE>


                  1.28. "ICD" shall have the meaning set forth in the recitals
hereto.

                  1.29. "Infringement Claims" shall have the meaning set forth
in Section 9.4.

                  1.30. "Initiating Person" shall have the meaning set forth in
Section 12.2(b).

                  1.31. "Intellectual Property Rights" shall mean any patent,
copyright, registered design, trademark or other industrial or intellectual
property right owned or otherwise enforceable pursuant to license or otherwise
by any Person, and applications for any of the foregoing.

                  1.32. "Inventory" shall mean the Purchaser's inventory of
Products.

                  1.33. "Joint Venture" shall mean the limited liability company
contemplated by the Limited Liability Operating Agreement between Manufacturer
and Ela Medical, Inc.

                  1.34. "Labels and Markings" shall mean labeling materials,
packaging, trade dress, logos, tradenames, trademarks and related materials used
for exterior packaging and exterior labeling of Products to be sold by
Purchaser, any Purchaser Distributor (or any subdistributor thereof) under this
Agreement, but shall not include Promotional Materials or Technical Materials.

                  1.35. "MDD" shall mean Directive 93/42/EEC Concerning Medical
Devices and any laws, regulations, guides, guidelines or guidance documents or
standards issued thereunder including any amendments made thereto.

                  1.36. "Material Adverse Effect" means any material adverse
effect on the assets, results of operations, properties, business or financial
condition of the Manufacturer or Purchaser, as applicable, and its subsidiaries
taken as a whole.

                  1.37. "Notified Body" shall mean any standards, testing or
certification body appointed by a member state of the European Union and
notified by the Commission as competent to assess a medical device's conformity
to one or more of the annexes in the AIMD or MDD.

                  1.38. "Order" shall mean a firm purchase order for the
Products made by Purchaser.

                  1.39. "Other Cardiac-Related Devices" shall mean any
cardiac-related devices other than Cardiac Stimulation Devices.

                  1.40. "Party" shall mean each of Manufacturer and Purchaser
and "Parties" shall mean both of Manufacturer and Purchaser, in each case
together with each of their 


<PAGE>


successors and permitted assigns.

                  1.41. "Person" shall mean any individual, general partnership,
limited partnership, limited liability company corporation, joint venture,
trust, business trust, cooperative or association, or any foreign trust or
foreign business organization or any Governmental Authority.

                  1.42. "Price Period" shall mean a six-month period beginning
on January 1 and July 1 of each year until December 31, 1999 and a one-year
period from January 1 to December 31 of each year of the term of this Agreement
thereafter; provided, that the first Price Period under this Agreement shall be
from the date of this Agreement through June 30, 1998.

                  1.43. "Product" and "Products" shall mean the entire current
and future ICD product line, including, without limitation, mechanisms for
coupling such devices in a stimulating, shocking or sensing relationship to the
heart including, without limitation, leads, electrodes and sensors; and data
dispensing, processing and gathering systems for such devices including, without
limitation, programmers, defibrillation system analyzers, testers, encoders,
decoders, transmitters, receivers and computer software-controlled systems,
including all related software, that are developed or acquired, directly or
indirectly (including by Manufacturer being acquired by or becoming an Affiliate
of a party not previously an Affiliate) by Manufacturer and its Affiliates, and
all subsequent modifications, components and improvements used therein during
the term of this Agreement; provided, however, that any Products acquired by
Manufacturer, directly or indirectly, that are subject to agreements or
restrictions that prevent Manufacturer from complying with the terms hereof
shall be excluded from this Agreement only to the extent of such pre-existing
agreements and only for the remainder of the then existing term thereof.

                  1.44. "Promotional Materials" shall mean all promotional and
marketing materials used by Purchaser in connection with the marketing and
commercialization of the Products in the Territory, including but not limited to
sales aids, catalogues, sales brochures, sales manuals advertisements (in
printed or electronic form), convention exhibits, protocols for clinical studies
after obtaining the CE Marking for a Product and publications from such studies.

                  1.45. "Purchaser Distributors" shall mean any Affiliates of
Purchaser, existing distributors of Purchaser as listed on Schedule 1.45, or
such other Persons as enter into an agreement with Purchaser to sell or
distribute the Products in all or a portion of the Territory in accordance with
the terms and conditions of Section 2.4.

                  1.46. "Purchaser's Marks" shall mean the trademarks and logos
owned or licensed by Purchaser or its Affiliates (whether registered or not) as
Purchaser may from time to time designate to be used in marketing and selling
the Products in the Territory during the term of this Agreement.


<PAGE>


                  1.47. "Quarter" shall mean each calendar quarter ending March
31, June 30, September 30, or December 31 of each year during the term of this
Agreement.

                  1.48. "Recalls" shall mean any withdrawals of the Product from
the market in the Territory declared by Manufacturer or Purchaser, whether
voluntary or involuntary.

                  1.49. "Region" shall mean each of (i) Japan and (ii) those
countries of Europe as set forth in Schedule 1.49, which Schedule may be amended
in writing from time to time by mutual agreement of the Parties.

                  1.50. "Regulatory Data" shall mean the medical, clinical and
other scientific data necessary to, required for, or included in any regulatory
filing to obtain or maintain any Government Approval to market the Products
including pre-approval and post-approval reports, filings and submissions, other
than reports of Adverse Device Events and related summaries.

                  1.51. "Related Agreements" shall mean the agreements listed on
Schedule 1.51.

                  1.52. "Respondent" shall have the meaning set forth in Section
12.2(b).

                  1.53. "Technical Information" shall mean know-how, trade
secrets, inventions, data, technology, processes and information, including
improvements and modifications to any thereof, relating to the Products,
disclosed by Manufacturer to Purchaser under this Agreement that are either
Confidential Information of Manufacturer or its Affiliates or are protected by
Intellectual Property Rights of Manufacturer or its Affiliates, including
without limitation, processes and analytical methodology used in development,
testing, analysis and manufacture and medical, clinical and other scientific
data other than those which (i) are already known to Purchaser at the time of
disclosure or are received from a third party with a right to convey it, or (ii)
were independently developed by Purchaser prior to the time of disclosure;
provided, that Purchaser shall bear the burden of proving either of the
exceptions in (i) or (ii) hereto.

                  1.54. "Technical Materials" shall mean all manuals,
programming guides, user guides and training manuals of an educational or
instructional nature which are distributed in conjunction with each Product,
including any information made available by Manufacturer to Purchaser to be used
as part of the content of the Promotional Materials.

                  1.55. "Territory" shall mean, subject to Section 10.3, all of
the countries listed in Schedule 1.49 and, if applicable, any Additional
Countries listed in Schedule 1.49 which may be added to Schedule 1.49 by written
amendment of such Schedule executed by both Parties.

                  1.56. "Third Party Claims" shall have the meaning set forth in
Section 9.3(b).

                  1.57. "Unit" shall mean a specific model of Product that is
packaged, invoiced and sold as a unit by Manufacturer, such as an ICD Unit, a
lead Unit, a programming Unit and 


<PAGE>


an accessory Unit.

                  1.58. "Unit Transfer Price" shall mean the transfer prices set
in accordance with Section 6.1.

         Any reference in this Agreement to "writing" or cognate expressions
includes a reference to electronic or facsimile transmission or comparable means
of communications.

         Any reference in this Agreement to any Applicable Law shall be
construed as a reference to the relevant Applicable Law (including any successor
provisions) as amended, re-enacted or extended at the time in question.

         2.       MANUFACTURE AND PURCHASE.

                  2.1.     AGREEMENT TO MANUFACTURE.

                           (a) Subject to the terms and conditions of this
Agreement, Manufacturer shall manufacture and supply Products to be labeled
under Purchaser's Marks to Purchaser for sale in the Territory and Purchaser
shall purchase Products to be labeled under Purchaser's Marks from Manufacturer
for sale in the Territory.

                           (b) During the term of this Agreement, Purchaser
shall not have any rights to obtain the Products of Manufacturer from any Person
other than Manufacturer or its Affiliates.

                           (c) Purchaser shall not sell, or cause to sell, (i) 
Products to any Person located outside the Territory or (ii) Products to any
Person located in the Territory, if, to the knowledge of Purchaser, such Party
inside the Territory intends to resell the Products in any country outside the
Territory; provided, however, that subject to subclause (ii) above, Purchaser
will not be liable for any third party acts resulting in Products being sold
outside the Territory. Nothing herein shall be deemed to obligate Purchaser to
impose any restrictions upon the use or resale of any Product by a purchaser
thereof in the Territory (other than a Purchaser Distributor) to the extent that
such a restriction would be in violation of Applicable Law. Purchaser shall not
be in breach of this Agreement as a result of any use or resale of a Product
outside the Territory by a purchaser that is not bound by restrictions on such
use or resale by virtue of the provisions of the preceding sentence. To the
maximum extent permissible under Applicable Law, Purchaser shall cease all sales
of Products to Persons it has reason to believe are reselling Products outside
the Territory whether or not such resales are permissible under Applicable Law.

                           (d) Except as provided in Section 3.7, nothing herein
shall be construed to: (i) effect any sale or transfer of any Technical
Information or Intellectual Property Rights of Manufacturer to Purchaser; (ii) 
grant any license to Purchaser to design, develop or 


<PAGE>



manufacture the Products; or (iii) grant to Purchaser any rights to the
Intellectual Property Rights of Manufacturer or its Affiliates.

                           (e) Subject to the terms of this subsection,
Manufacturer shall determine its offering of Products from time to time in its
sole discretion, including setting its development schedule for any new Product
or the improvement or modification of a Product.
Notwithstanding the foregoing and subject to Section 9.4, to the extent
Manufacturer's obligations to sell and Purchaser's right to purchase Products
under this Section 2.1 have not been affected for such Region or country in the
Territory as contemplated by Sections 7.5 (b) or 10.3, Manufacturer shall (i) 
give Purchaser written notice at least one (1) year in advance of any
discontinuance of the sale of an ICD Product in any country or Region in the
Territory, or (ii) offer for sale to Purchaser an improved Product for the same
uses or indications. To the extent that any discontinuance of an ICD Product by
Manufacturer, causes Purchaser not to meet any Aggregate Minimum Purchases set
forth on Schedule 7.5(b) for a Region, the Aggregate Minimum Purchases shall be
deemed waived for that Region for the year in question. Manufacturer's
discontinuance of the sale of a Product shall not thereafter give Manufacturer
the right to sell such discontinued Product in the Territory, whether directly
or through third parties.

                  2.2.     EXCLUSIVITY.

                           (a) Subject to the provisions of Sections 2.1(e),
2.2(f), 2.3 and 7.5, for the term of this Agreement, Manufacturer shall sell, or
cause to be sold, Products exclusively to Purchaser for marketing and sale in
the Territory. In furtherance hereof and subject to the terms of this Agreement,
Purchaser shall have the exclusive right to import, have imported, advertise,
have advertised, market, have marketed, promote, have promoted, sell, have sold
and have distributed the Products in the Territory.

                           (b) Manufacturer agrees not to take, or permit to be
taken, any action which is inconsistent with the exclusive rights granted to
Purchaser under Section 2.2(a). Without limiting the foregoing, but subject to
Sections 2.2(f), 2.3 and 7.5, Manufacturer shall not, directly or indirectly,
(i) sell, deliver or supply, or cause to be sold, delivered or supplied,
Products to any Person in the Territory, under any label or trademark, (ii)
make, manufacture or supply, or cause to be made, manufactured or supplied,
Products for the account of any Person in the Territory, under any label or
trademark, (iii) grant any manufacturing or marketing rights with respect to the
Products in the Territory, under any labels or trademarks, or (iv) sell, deliver
or supply, or cause to be sold, delivered or supplied, Products to any Person
outside the Territory, if, to the knowledge of Manufacturer, such Person intends
to resell the Products in the Territory, provided however, that subject to the
foregoing, Manufacturer will not be liable for any third party acts resulting in
Products being sold in the Territory other than by Purchaser and its Purchaser
Distributors. Nothing herein shall be deemed to obligate Manufacturer to impose
any restrictions upon the use or resale of any Product by a purchaser thereof
outside the Territory (other than a distributor of Manufacturer) to the extent
that such a restriction would be in violation of Applicable Law. Manufacturer
shall not be in breach of this Agreement as a


<PAGE>


result of any use or resale of a Product in the Territory by a purchaser that
is not bound by restrictions on such use or resale by virtue of the provisions
of the preceding sentence. To the maximum extent permissible under Applicable
Law, Manufacturer shall cease all sales of Products to Persons it has reason to
believe are reselling Products in the Territory, whether or not such resales are
permissible under Applicable Law. Except as set forth in Section 2.5(c), the
foregoing restrictions shall apply with respect to each of the Additional
Countries until the provisions of Section 2.5 have been satisfied by
Manufacturer with respect to such Additional Country.

                           (c) If either Manufacturer or Purchaser learns of any
sales of Products in the Territory other than by Purchaser and its Purchaser
Distributors, such Party will provide written notice thereof to the other Party.
The Parties shall consult with each other in good faith concerning appropriate
actions (consistent with Applicable Laws) to stop and thereafter prevent such
sales of the Products in the Territory. If the Parties are unable to agree upon
a joint course of action, each Party shall be free to take such actions as it
sees fit in its discretion, subject to compliance with Applicable Law, provided
that neither Party shall be under any obligation to take any such action.

                           (d) Purchaser acknowledges that, subject to the
restrictions set forth herein, Manufacturer may sell Products, or otherwise
enter into agreements with third parties with respect to the manufacture, sale
and distribution of Products in countries outside the Territory.

                           (e) Manufacturer acknowledges that Purchaser has
developed and is continuing the development of its own line of Cardiac
Stimulation Devices which Cardiac Stimulation Devices may be now or in the
future competitive with the Products.

                           (f) Purchaser acknowledges and agrees that
Manufacturer may import, have imported, distribute, have distributed, sell and
have sold Products in countries within the Territory for the limited purpose of
obtaining any Government Approval, including the CE Marking, that it may be
entitled to obtain in accordance with the terms hereof.

                  2.3.     EXISTING DISTRIBUTORS OF MANUFACTURER.

         xxx xx xxxxxxxxxxxxx xxxxxxxx xxxxxxxxxxxx xx xxx xxxxxxxs xx xxx xxxx
xxxxxx xxx xxx xxxxx xx xxxxxxxx xxx. xx xxxxx xxxxxxxxx xxxxx xxxxxxxxxxxx
xxxxxxxxx xxx xx xxxxxxxx xxxxxxxxxxxx xxxxxxxxxxxx xxxx xxx xxx xxxx xxxxxxx xx
xxxxxxxxx xxxxx xxxxxxxxxx xx xxx xxxxxxxx xxxxxxxx xxxx. xxxxxxx xxxxxxxxxxx xx
xxx xxxx xxxxxxxx xxxxxxxxxxx xxx xxxx xxxxxxxx xxxxxx xxxxxxxxxx xxxxx xxxxxxx
xx xx xxxx xxxxxxxxx xx xxx xxxxxx xxxxxx xxxxx xx xxx xxxxxxxxx xxxx xx xxxx
xxxxxxxxxxx xxxxx xx xxxxxxx xx xxx xxxxxxxxx xxxxxxxxx xxxxx xxxxx xx
xxxxxxxxxx:

                           x xxx xxxxxxx xx xx xxx xxxxxxxx xxxxx xxxxx xxxxx xx


<PAGE>


xxxxxxxxxxx xx xxxxxxxxxxxxx xxxxxxxx xxxxxxxxxxx xxx xxxxx xxx

                           x        xxxx xxxxxxx xx xx xxx xxxxxxxx xxxxx xxxxx 
xxxxx xx xxxxxxxxxxx xx xxxxxxxxxxxxx xxxxxxxx xxxxxxxxxxx xxx xxx xxxxxx 
xxxxxxx xxxxxxxx xxxx xxxx xxxxxx xxxxx xx xxxxxxx xx xxx xxxxxxx xx xx xxx 
xxxxx xxxx xxxxxxxxxxxxx xxxxxxxx xxxxxxxxxxx xxx xxx xxxxxx xxxxxxx xxxxxxxx xx
x xxxxxxxxxxxx xxxxxxxxxxx.

                  2.4.     PURCHASER DISTRIBUTORS.

         The right of Purchaser to appoint a third party to market, sell or
distribute Products under this Agreement is limited to those entities that are
or become Purchaser Distributors in accordance with the terms of this Section
2.4. Any distribution arrangement between Purchaser and a Purchaser Distributor
shall be subject to the following terms and conditions:

                           (a) The appointment of any Purchaser Distributor
shall not relieve Purchaser of any obligations under this Agreement except to
the extent required by Applicable Laws.

                           (b) The Purchaser shall consult with the Manufacturer
regarding any proposed Purchaser Distributor (or any subdistributor thereof) and
shall provide such information as Manufacturer may reasonably request in
connection with such proposed appointment. Manufacturer shall have a right to
object to the appointment of any proposed Purchaser Distributor (or any
subdistributor thereof) if Manufacturer has reasonable grounds for objection, in
which case the Parties shall negotiate in good faith to resolve Manufacturer's
concerns. If such concerns cannot be resolved within thirty (30) days of
Purchaser's initial consultation with Manufacturer, Purchaser shall have the
freedom to appoint such Purchaser Distributors as it deems appropriate.

                           (c) Each Purchaser Distributor shall agree with
Purchaser that its rights to sell the Product(s) are subject to the terms of
this Agreement, including without limitation Purchaser's or Manufacturer's
rights to terminate or convert this Agreement into a non-exclusive arrangement
to the extent provided for herein, and shall agree with Purchaser that its
agreement with Purchaser automatically terminates with respect to the Products
upon expiration of this Agreement or upon any valid termination of this
Agreement. If this Agreement is terminated only as to specified portions of the
Territory or as to specified Products, then the termination of such other
agreement(s) with a Purchaser Distributor (or subdistributor thereof) shall be
terminated to the same extent. Purchaser shall provide Manufacturer with copies
of such documents as shall evidence each Purchaser Distributor's agreement to
the obligations specified in this Agreement for Purchaser Distributors.

                           (d) Purchaser shall use its Best Efforts to enforce
its rights under any agreement with a Purchaser Distributor and to require any
Purchaser Distributor to enforce its rights against any subdistributor to the
extent necessary for Purchaser's compliance with the 


<PAGE>


terms of this Agreement. In furtherance, and not in limitation of the foregoing,
without the prior written consent of Manufacturer, Purchaser shall not waive any
default or breach of any Purchaser Distributor which would materially adversely
affect Manufacturer.

                  2.5.     XXXXXXXXX XX XXXXXXXXXX XXXXXXXXX.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

                  2.6.     OTHER CARDIAC-RELATED DEVICES.

         Prior to entering into any contract with any third party with regard to
the purchase, sale or distribution in the Territory of Other Cardiac-Related
Devices other than for research or clinical testing of such Other
Cardiac-Related Devices, each Party agrees to discuss in good faith with the
other the inclusion of Other Cardiac-Related Devices under this Agreement,
subject to mutually agreeable terms. Nothing in this Section 2.6 shall create an
obligation between the Parties to agree to include Other Cardiac-Related Devices
and any obligation to include Other Cardiac-Related Devices will arise only as
and to the extent that an agreement is reached between the Parties in writing.

         3.       INTELLECTUAL PROPERTY MATTERS

                  3.1.     USE OF PURCHASER'S TRADEMARKS ON PRODUCTS.

         Unless otherwise agreed by the Parties in writing, the Products
manufactured and supplied to Purchaser for sale in the Territory hereunder shall
bear only Purchaser's Marks in such manner as Purchaser may direct, consistent
with Applicable Laws and Government Approvals.

                  3.2.     USE OF MANUFACTURER'S NAME ON PRODUCTS.

         Solely if and to the extent necessary to obtain or comply with a
Government Approval, or to comply with Applicable Law or where the Parties
otherwise mutually agree, including in response to advice or guidance from a
Governmental Authority, the Products, Promotional Materials, Labels and Markings
and Technical Materials covered by this Agreement shall bear the name and, if
also required, the address of Manufacturer solely as a designation of the
identity 


<PAGE>


of the manufacturer of such Product, and Manufacturer hereby grants to
Purchaser the right to use Manufacturer's name solely for such purposes subject
to such reasonable procedures to protect the name and any related Intellectual
Property Rights of Manufacturer as the Parties may agree.

                  3.3.     NO USE OF MANUFACTURER'S TRADEMARKS.

         Subject to the provisions of Section 3.2, nothing in this Agreement
shall give Purchaser any right to use any trademarks or tradenames of
Manufacturer or its Affiliates in connection with the Products being
manufactured for Purchaser hereunder.

                  3.4.     COPYRIGHTS.

         With respect to all copyrights related to any tangible materials
produced for Purchaser by or under the direction of Manufacturer, including
Technical Materials, software and translated materials and Labels and Markings
(other than Purchaser's Marks included therein), but excluding Promotional
Materials, title in and to any copyrights for such materials shall remain with
the Manufacturer, and Purchaser shall have no right to copy, reproduce or make
derivative works thereof, unless otherwise specifically agreed between the
Parties in writing. All title in and to any copyrights in the Promotional
Materials shall rest with Purchaser and Manufacturer shall have no right to copy
or reproduce the Promotional Materials unless otherwise specifically agreed
between the Parties in writing. Nothing herein shall affect any right, title or
interest of Manufacturer in the Technical Materials (even if the Promotional
Materials are derivative works thereof).

                  3.5.     TECHNICAL INFORMATION.

         As between Manufacturer and its Affiliates, on the one hand, Purchaser,
its Affiliates and Purchaser Distributors, on the other hand, all Technical
Information and Regulatory Data generated by Purchaser, its Affiliates and
Purchaser Distributors pursuant to clinical studies or regulatory approvals in
the Territory shall be the property of Manufacturer. Purchaser, its Affiliates
and Purchaser Distributors shall have the right to use such Technical
Information and Regulatory Data solely in furtherance of the performance of
Purchaser's obligations under this Agreement. As the owner of the Technical
Information, Manufacturer shall have the right to use, disclose and license to
any Person all or any portion of such Technical Information.

                  3.6.     INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF
                           MANUFACTURER.

         In the event that Purchaser becomes aware of the possibility of an
infringement of the Intellectual Property Rights of Manufacturer by a third
party in the Territory, Purchaser shall promptly notify Manufacturer of the
circumstances surrounding such infringement. Manufacturer may, in its sole
discretion and at its own expense and retaining all proceeds therefrom, take
such actions as Manufacturer deems appropriate with respect to any infringement


<PAGE>


identified by Purchaser, or with respect to any other infringement of
Intellectual Property Rights of Manufacturer or its Affiliates in the Territory,
as may be permitted by Applicable Law. In the event Manufacturer refuses to
prosecute an infringement action following notice thereof by Purchaser, to the
extent that Purchaser demonstrates that such failure to prosecute resulted in
Purchaser's failure to meet Aggregate Minimum Purchases set forth on Schedule
7.5(b) for a Region, then the Aggregate Minimum Purchases shall be deemed waived
for that Region for the year in question.

                  3.7.     LICENSE OF TECHNICAL INFORMATION.

         Subject to the confidentiality provisions of this Agreement,
Manufacturer hereby grants a non-transferable, non-exclusive, royalty free
license to Purchaser of Technical Information for the sole purpose of allowing
Purchaser's personnel to provide technical support to customers and to develop
the Promotional Materials. Purchaser shall have the right to sub-license such
Technical Information to Purchaser Distributors (and any subdistributor thereof)
on the same terms and conditions as set forth herein, provided that such
Purchaser Distributors execute confidentiality and sublicense agreements in form
reasonably satisfactory to Manufacturer and Purchaser which shall specify that
Manufacturer is a third party beneficiary of such agreement.

         4.       COMMERCIALIZATION.

                  4.1.     DILIGENCE.

                           (a) As soon as practicable after receipt of
Government Approval to market any Product in any country in the Territory,
Purchaser shall thereafter use its Best Efforts to market, promote and
commercialize such Product in such country during the term of the Agreement.

                           (b) Purchaser agrees to use its Best Efforts to
obtain in writing any waivers that may be necessary under any Applicable Laws in
the Territory (or outside the Territory to the extent informed thereof by
Manufacturer).

                           (c) Purchaser shall promptly notify Manufacturer of
any inquiry (other than an order or potential order from a customer within the
Territory) from any Governmental Authority (including the Commission, a
Competent Authority, a Notified Body or the FDA) concerning the Products or
Manufacturer.

                           (d) Purchaser shall notify Manufacturer promptly upon
Purchaser's receipt of any actual notice that a Notified Body, a Competent
Authority or the FDA intends to visit or inspect Purchaser's facilities in the
Territory for a purpose relevant to the development or marketing of the Products
and provide Manufacturer with copies of all correspondence relating thereto and
an opportunity to participate in any inspection or regulatory comments or
correspondence prepared by Purchaser in response to such comments.


<PAGE>


                           (e) Purchaser and Manufacturer shall promptly notify
each other of any and all Adverse Device Events, or any events that could
reasonably be expected to become an Adverse Device Event, of which it becomes
aware and will forward promptly to the other all written reports relating to
such actual or potential Adverse Device Event. Purchaser shall also forward to
Manufacturer any explanted Products, if available. Subject to Section 9.2,
Purchaser shall be responsible for, and bear the cost of, any correspondence
with Governmental Authorities in the Territory related to any such Adverse
Device Event to the extent related to any Government Approval in the Territory
for which Purchaser is responsible hereunder. Subject to Section 9.2,
Manufacturer shall be responsible, and bear the cost of, all other requirements,
regulatory filings or measures resulting from such Adverse Device Event.

                           (f) Purchaser shall not knowingly sell, lease, give
or otherwise dispose of any Product to any person or entity other than a duly
qualified medical practitioner or hospital and not knowingly sell, lease, give
or otherwise dispose of any Product for any use or application other than one
particularly authorized by Manufacturer in writing or in literature and labeling
accompanying the Product.

                           (g) Purchaser shall provide customer support services
in the Territory at levels consistent with Purchaser's Best Efforts obligation
to develop the market for the Products within the Territory, subject to industry
standards for customary levels of support services for similar products.

                  4.2.     REPORTS AND SALES RECORDS

                           (a) At least once per year, Manufacturer and
Purchaser shall consult with each other for the purpose of assessing the state
of the market in the Territory.

                           (b) Purchaser shall provide to Manufacturer copies of
its up-to-date price lists each time such lists are revised.

                           (c) Purchaser will provide Manufacturer with a
monthly report (format to be agreed upon) on implants/use of Products. Purchaser
shall also supply an annual statement within forty-five (45) days after the end
of each calendar year detailing annual sales figures (stated both in Units and
local currency) and a semi-annual statement of aging Inventory and the amount of
Inventory on hand at June 30 and December 31 of each year within forty-five (45)
days after each such date.

                  4.3.     PROMOTIONAL AND PRODUCT LITERATURE.

                           (a) Manufacturer will prepare and supply Purchaser
with reasonable quantities of all Technical Materials, including any revisions
or updates thereof, for each Product in English, at Manufacturer's sole cost and
expense, and such other languages as Purchaser may 


<PAGE>


reasonably request, for which Purchaser shall bear the cost of translation.
Subject to the foregoing, Manufacturer shall be solely responsible for the
translation of the Technical Materials into such other languages; provided that
Manufacturer shall provide the manuscripts of such Technical Materials and any
translations thereof to Purchaser for its review prior to printing and shall
make such changes therein as Purchaser may, in a timely manner, reasonably
request; provided further, however, that Manufacturer shall determine and
control the final content of such Technical Materials. Manufacturer shall
indemnify and hold Purchaser harmless from any and all claims, expenses, damages
and liabilities arising out of the Technical Materials.

                           (b) Purchaser will prepare and supply all Promotional
Materials in all languages for use in connection with sale of the Products in
the Territory; provided, however, (i) any such materials shall be provided to
Manufacturer for its prior information, and Purchaser shall make all changes
therein as Manufacturer may, in a timely manner, reasonably request; provided
further, however, that Purchaser shall determine and control the final content
of all Promotional Materials used by it in the marketing, sale and distribution
of the Products, including any translations made by Purchaser; (ii) Purchaser
shall not include any warranties in such materials that exceed the warranties
provided to Purchaser by Manufacturer in Sections 9.1(a) (iii) and (iv) or on
warranty cards provided by Manufacturer; and (iii) subject to Section 9.3,
Purchaser shall indemnify and hold Manufacturer harmless from any and all
claims, expenses, damages and liabilities arising out of the Promotional
Materials. If Purchaser desires to design its own protocols for clinical studies
after obtaining the CE Marking for a Product, Purchaser shall submit such
protocols for the prior approval of Manufacturer. All publications of such
studies must also be submitted to Manufacturer for approval prior to
publication.

                           (c) Unless otherwise agreed by the Parties in
writing, all Technical Materials, Promotional Materials and Labels and Markings
shall bear only Purchaser's Marks, except to the extent that Manufacturer's name
is required to be included in accordance with Section 3.2.

                           (d) Manufacturer shall supply to Purchaser a copy of
all sales, promotional or marketing literature that Manufacturer has developed
or used for sale of the Products for Purchaser's information and, if agreed by
the Parties in writing, Purchaser may use such sales, promotional or marketing
literature in developing the Promotional Materials.

                  4.4.     TECHNICAL ASSISTANCE.

         Manufacturer shall provide at no charge to Purchaser the services of
one qualified technician on a full-time basis during normal working hours for up
to four weeks each year during the term of this Agreement to provide training
and support at Manufacturer's Minnesota facility upon reasonable prior notice.
At Purchaser's option, Manufacturer shall provide such services at another
location, including any place in the Territory; provided that Purchaser will
reimburse Manufacturer for its reasonable out-of-pocket expenses incurred in
connection with providing such services at another location (including airfare
and hotel). If Purchaser wishes to 


<PAGE>


obtain additional technical support services beyond those set forth above,
Manufacturer shall provide such additional services as Purchaser may reasonably
request upon reasonable prior notice. Purchaser shall compensate Manufacturer
for any such additional services on an Expense Reimbursement Basis.

                  4.5.     LABELS AND MARKINGS.

         Manufacturer shall prepare all Labels and Markings for the Products
manufactured for Purchaser hereunder, which Labels and Markings shall include
Manufacturer's model numbers and Purchaser's Marks. Purchaser may submit the
format of such Labels and Markings to Manufacturer. Manufacturer shall submit
all Labels and Markings to Purchaser for its review and comment and shall make
such changes thereto as Purchaser may, in a timely manner, reasonably request,
subject only to any requirements of Applicable Law. Failure of Purchaser to
object or request changes to any Labels and Markings within 10 working days (in
France) of receipt of such Labels and Markings shall be deemed approval thereof.
Purchaser shall supply electronic or camera-ready art to Manufacturer for
Purchaser's Marks to be used on the Labels and Markings, and Manufacturer shall
be responsible for affixing such Labels and Markings to the Product. No Labels
and Markings may be altered without the prior written consent of Purchaser
except as required by Applicable Law or by order of a Governmental Authority.
Purchaser shall indemnify and hold Manufacturer harmless from and against any
and all claims, expenses, damages and liabilities arising out of the use of
Purchaser's Marks on any such Labels and Markings.

         5.       REGULATORY AND GOVERNMENTAL APPROVALS.

                  5.1.     CLINICAL STUDIES; CUSTOM DEVICES.

                           (a) Manufacturer shall use its Best Efforts to
initiate and complete clinical trials or studies in the Territory for the
purpose of obtaining the CE Marking for each Product at its sole cost and
expense after Manufacturer has completed validation of such Product required for
human implant. All such clinical trials shall be conducted in accordance with
Applicable Laws.

                           (b) Purchaser shall be responsible at its own cost
for conducting and monitoring any clinical trials which may be required to
obtain Government Approvals other than the CE Marking for the sale of Products
in the Territory. The Parties will discuss the extent of any clinical studies to
be conducted prior to submission for any such Government Approval, other than
the CE Marking, in the Territory and Purchaser shall use its Best Efforts to
initiate and complete such clinical studies. All such clinical trials shall be
conducted in compliance with Applicable Laws.

                           (c) To the extent permitted under Applicable Laws,
Manufacturer shall have the right to review and comment upon (i) all proposed
protocols and related documents (for 


<PAGE>


example, investigator agreements) for any clinical studies of the Products to be
conducted by or on behalf of Purchaser, and (ii) any regulatory filings to be
made in connection therewith.

                           (d) Each of Manufacturer and Purchaser shall disclose
to the other all Regulatory Data in its possession or which it is responsible
for obtaining under this Agreement generated for the Products in the Territory
(or required by any Applicable Law to be made available in connection with the
sale of the Products in the Territory) and shall have the right to use, directly
or indirectly, all such information, including the right to cross-reference any
and all regulatory filings with respect to the Products, in connection with the
development and commercialization of the Products in accordance with this
Agreement. Each Party shall be solely responsible for its use of such Regulatory
Data. To assist in connection with commercialization of the Products in the
Territory pursuant to this Agreement, Manufacturer shall use its Best Efforts,
consistent with any legal or contractual limitations, to make available other
regulatory filings, clinical data and information regarding either the Products
or Manufacturer, including updating such information from time to time and upon
effecting any change by Manufacturer, for use by Purchaser solely for the
purpose of obtaining Government Approvals and commercializing the Products in
the Territory.

         5.2.     GOVERNMENT APPROVALS.

                           (a) Manufacturer shall use its Best Efforts to obtain
the CE Marking for the sale of each Product at its sole cost and expense after
Manufacturer has completed the validation of such Product required for human
implant.

                           (b) Purchaser will be responsible for all other
requirements of Applicable Law in the Territory concerning the sale of the
Products in the Territory, including all Product labeling and local regulatory
requirements within the Territory. Purchaser shall use its Best Efforts to
initiate and pursue all Government Approvals in the Territory except for the CE
Marking; provided, however, that if Purchaser does not obtain a required
Government Approval for a Product in a country in the Territory within x
xxxxxxxx xxxxxx xx xxx xxxx xx xxxxxxxxx xx xxx xxxxxxxxx xxxx xxxxxxxxx xxx xx
xxxxxxx xx xx xxx xxxxx xxx xxx xxxxx xxxxxxxxx xx xxx xxxxxxxxx xxxx xxx xxxxxx
xx x xxx xxxxxxxxx xxxx x xxx xxxx xx xxxxx xxx xxxxxxxxxxxx xxxxxxxx xxx xx
xxxxxxx xxx xxxx xxxxxxx xxx x xxxx xxxxxxx xx xxx xxxxxxxxxx xxxxxxx xxx xxxx
xxxx xxxxxxxxxx xxxxxxx xxxxxxx xxxx xx xxx xxxxxxxxx then, unless Purchaser's
failure to obtain any Government Approval has been caused by Manufacturer's
breach of this Agreement or failure to supply any information reasonably
requested by Purchaser that is available to Manufacturer and not otherwise
available to Purchaser on reasonable terms, Manufacturer shall have the right to
seek such Governmental Approval for such Product at its own cost and expense in
which case Manufacturer may elect to hold such Governmental Approval in its own
name or in the name of its designee, in each case to the extent permitted under
Applicable Law.

                           (c) Purchaser will upon submission or receipt (i) 
send to Manufacturer 


<PAGE>


a copy of any document submitted to or other correspondence regarding the
Product with any Governmental Authority or Notified Body in the Territory; and
(ii) provide Manufacturer with copies of all Government Approvals within fifteen
(15) days of receipt, with English translations to follow thereafter in the
event the Government Approval is not in English. Purchaser will keep
Manufacturer informed, in writing, of the status of its Government Approvals on
a regular basis. Manufacturer will assist Purchaser in connection with such
activities, to the extent reasonably requested by Purchaser and will provide
Purchaser with such information as set forth in Section 5.1(d) required for
Purchaser to submit in connection with any Government Approval. To the extent
Purchaser requests Manufacturer to undertake or perform any analytical or other
work in support of obtaining Government Approvals in the Territory, Manufacturer
will use its Best Efforts to perform such work and Purchaser shall reimburse
Manufacturer for such activities on an Expense Reimbursement Basis.

                           (d) After receipt of necessary Government Approvals
and thereafter throughout the term of this Agreement, Purchaser will use its
Best Efforts to maintain such Government Approvals in effect at its own expense
to the extent it is commercially and economically viable.

                           (e) Unless otherwise required by Applicable Laws, and
subject to Section 5.2(a) and the following sentence, Purchaser shall be the
holder of all Government Approvals in the Territory. In the event that the
Parties determine that it is desirable, for legal or administrative reasons, for
Manufacturer or its designee to hold any Government Approvals, Purchaser will
cooperate to permit Manufacturer to hold such Governmental Approvals.

                           (f) Purchaser shall use its Best Efforts to cooperate
in the issuance or reissuance of any Governmental Approval obtained by Purchaser
hereunder in the name of Manufacturer or Manufacturer's designee at no cost to
Manufacturer upon the partial or complete termination of this Agreement,
including any loss of Purchaser's exclusivity at Manufacturer's request in
accordance with Section 7.5(b) or 10.3. The foregoing requirements shall not be
applicable in the event that Purchaser has terminated this Agreement in
accordance with Section 10.2.

                           (g) Purchaser further agrees that it will take no
action to allow any Person to have any right in or license of any such
Government Approval other than Manufacturer or a Purchaser Distributor appointed
by Purchaser to distribute the Product in accordance with this Agreement,
provided that such Purchaser Distributor shall agree in writing to hold the
Government Approval subject to the terms and conditions set forth in this
Section 5.2. Purchaser agrees to provide Manufacturer with copies of any
agreement with a Purchaser Distributor entered into by Purchaser with such
Purchaser Distributor in order to comply with this Section 5.2.

                           (h) In furtherance and not in limitation of the
obligations of Purchaser under Section 5.2(b), Purchaser shall keep Manufacturer
advised of any changes in Applicable 


<PAGE>


Laws in the Territory, including material proposed changes thereto, of which
Purchaser becomes aware in the course of performing its duties hereunder that
affect the Products. In furtherance and not in limitation of the obligations of
Manufacturer under Section 5.2(a), Manufacturer will keep Purchaser advised
regarding any changes in the Applicable Laws outside the Territory, including
material proposed changes thereto, of which Manufacturer becomes aware in the
course of performing its duties hereunder that affect the Products.

                           (i) Purchaser will permit Manufacturer or its
designated representative to perform, upon reasonable prior notice and at
Manufacturer's sole cost and expense, reasonable vendor audits or other audits
required by Applicable Laws on the facilities, procedures and records which are
relevant to such audits of Purchaser and Purchaser's Affiliates and, to the
extent obtainable by Purchaser at no cost to Purchaser, on facilities,
procedures and records which are relevant to such audits of other Purchaser
Distributors, or any other Persons with responsibility for any aspect of selling
the Products, on reasonable advance notice to Purchaser during normal business
hours.

         6.       PRICING AND PAYMENTS.

                  6.1.     TRANSFER PRICES.

                           (a) For each Unit shipped by Manufacturer to
Purchaser, Purchaser shall pay a Unit Transfer Price as fixed and agreed between
Manufacturer and Purchaser prior to commencement of the relevant Price Period
for each Region for each Price Period. Subject to Section 2.3, Unit Transfer
Prices for the initial Products for each Region for the initial Price Period are
set forth in Schedule 6.1(a) attached hereto. xxxx xxxxxxxx xxxxxx xxx xxx
xxxxxxxx xxxx xx xxxxxxxxxx xx xxxx xxxxx xxx xxxxxx xxxxxxx xxx xxxxxxx xx x
xxxxx xx xxxxx xxxxx xxx xxxx xxxxxx. xxxxxxxxx xxxxx xxxxxxxxx xxxxxx xxx xxx
xxxx xx xxxxxxxx xx xxx xxxxxxxxx.

                           x        xxxxxx xxx xxxxxxxxxxx xxxxx xx xxx xxxxx 
xx xxxxxxx xx xx xxxx xxxxxxxx xxxxxx xxxxx xxxxxxx xxx x xxxxx xxxxxx xx xxxxx 
xxxxxxx xxx xxx xxxxxxxxx xxxxxxxx xxxxxxx xxx xxxxxx xxxx xxxxxxxx xxxxx xxxxx 
xxx xxxx xxxx.

                           (c) Manufacturer and Purchaser shall agree upon the
"Budgeted Sales Price" for each Unit as a reference for determining the Unit
Transfer Prices prior to expiration of the then current Price Period, such
agreement to be reached in accordance with the provisions of this Section 6.1.

                           (d) The Unit Transfer Price for the Products
established in accordance with this Section for any given Price Period shall be
reduced for the remainder of any calendar year based on the annual volume of
purchases of ICD Units by Purchaser and Purchaser Distributors on the following
basis:

<PAGE>


                                                           Corresponding
    ICD Unit Annual Purchase Volume (all models)     % of Budgeted Sales Price
    --------------------------------------------     -------------------------

                      xxxx                                     xxxx
                      xxxx

                      xxxx
                      xxxx

                      xxxx
                      xxxx

                      xxxx

At such time (if any) as each relevant purchase threshold (such threshold to be
prorated for the initial and final Price Periods) has been exceeded, the
applicable Unit Transfer Price for all models shall automatically be reduced by
the percentage of the Budgeted Sales Price shown for the corresponding level of
purchases above. Such reduction shall be applied to each incremental Unit of any
Product purchased by Purchaser or Purchaser Distributors. Such reduction shall
cease to be applicable for the next calendar year unless and until purchases for
such next calendar year exceed the relevant thresholds pursuant to this Section
6.1(d).

                  (e). With respect to programming Units, Unit Transfer Prices
shall provide Manufacturer with a target price equal to xxxxxxxxxxxxx xxxxx
xxxxxxxx xxxxxxxxxxxxx xxxx xxx xxxx xxxxxxxxxxx xxxx xxxx x xxxxxx xxxxxx xx
xxxxx xxxxxxx xx.

                  (f). If the Parties are not able to reach agreement on any
Unit Transfer Price for any Price Period, they shall negotiate in good faith to
attempt to resolve their differences. If such negotiations shall fail to result
in an agreement within thirty (30) days, the Parties shall each submit their
Unit Transfer Price proposals to the Chief Executive Officers of the Parties to
attempt to resolve their differences. If such Chief Executive Officers shall
fail to reach agreement within fifteen (15) days, the Parties shall submit their
final proposals to an independent third party decisionmaker who shall pick
whichever of the final proposals more closely adheres to the principles set
forth in this Section 6.1 and the best available information presented by the
Parties as to fair and competitive prices in the Region. The third party
decisionmaker shall be selected by joint agreement of the two Parties (or if
they are unable to agree within ten (10) days, then by the American Arbitration
Association ("AAA"); provided, however, that the AAA shall not administer the
proceedings). The decision of such third party shall be final and
non-appealable. The Person selected to be the third party decisionmaker shall
have experience in the medical device industry and in distribution and other
relevant commercial matters in such industry. Preference shall be given to the
selection of an individual with experience as an arbitrator, but the individual
need not be a lawyer. The Parties shall each submit their final proposals to the
independent decisionmaker with supporting analyses and other 


<PAGE>


information as they deem appropriate within fifteen (15) days after selection of
the decisionmaker. No Party shall have EX PARTE communications with the
decisionmaker during any time period immediately relevant to the decisionmaker's
actions in connection with this Agreement. Each Party shall be entitled to rebut
the presentation of the other and to submit a final summary argument after
review of the other Party's rebuttal, in each case within fifteen (15) days
after the final proposal submissions. Each of the submissions of each Party
(including their respective final proposals) will be made concurrently to the
independent decisionmaker and will be opened simultaneously and provided to the
other Party upon such opening.

                  (g). Pending resolution of any dispute regarding applicable
Unit Transfer Prices for any Price Period, the Parties shall continue to
purchase and sell Products based upon the prior Price Period's Unit Transfer
Prices.

                  6.2.     PAYMENT TERMS.

         Manufacturer shall invoice Purchaser for the applicable Unit Transfer
Price promptly following shipment of Products by Manufacturer. All payments due
hereunder shall be paid in United States Dollars and are due net xxxxxxxxxxxxxx
after the invoice date during the first two (2) Price Periods after the
Effective Date, xxxxxxxxxxxxxxx after the invoice date during the next two (2)
Price Periods after the Effective Date, and xxxxxxxxxxxxxx after the invoice
date for all Price Periods thereafter. Payment, unless otherwise agreed in
writing, shall be made by wire transfer to such bank as Manufacturer may
designate in writing, without set-off and free and clear of and without any
deduction or withholding for or on account of, any taxes, duties, levies, fees
or charges of any nature whatsoever. If restrictions on the transfer of currency
exist in any country such as to prevent Purchaser from making payments in the
United States, Purchaser shall take all reasonable steps to obtain a waiver of
such restrictions or otherwise to enable Purchaser to make such payments,
failing which Purchaser shall, or shall cause an Affiliate to, pay Manufacturer
the amounts due in such country. Once an Order has been accepted by
Manufacturer, no shipment of Product so ordered may thereafter be delayed at
Purchaser's request.


<PAGE>


                  6.3.     FINANCIAL AND RELATED BOOKS AND RECORDS.

         Each Party shall maintain accurate and complete books and records with
respect to the performance of such Party's obligations under this Agreement,
such records to be maintained in accordance with generally accepted accounting
principles in the United States and France, respectively, for Manufacturer and
Purchaser. Such records (wherever located) shall be maintained for at least four
years after the date of creation thereof. Each Party shall have the right during
such four-year period, through its independent auditors to conduct an audit,
during normal business hours and following reasonable prior notice to the other
Party, to examine at the other Party's location, all records of such other Party
for the purpose of verifying the payments or expenditures or performance of such
Party hereunder. Information provided to, and generated by, such auditors shall
be considered Confidential Information. If any such audit shows any underpayment
or overcharge, the auditing Party shall issue a written statement to the audited
Party and a correcting payment or refund shall be made within thirty (30) days
after receipt of the written statement described above unless the audited Party
claims that the statement is in error. The fees and expenses of the accountants
performing such verification shall be borne by the Party requesting the audit.
Notwithstanding the foregoing, if any such audit results in any underpayment or
overcharge with respect to any twelve-month period of more than $25,000, then
the Party being audited shall bear the reasonable costs of the accountants in
performing such audit. Upon request and in accordance with Applicable Law, each
Party shall provide to the other Party copies of such records reasonably
required by the requesting Party to comply with Applicable Laws at the sole cost
and expense of the requesting Party.

                  6.4.     LATE PAYMENTS.

         All payments not made on a timely basis in accordance with this
Agreement shall bear interest at a rate of one percent per month (1%) or, if
lower, the maximum rate permitted by Applicable Law beginning on the date that
payment was due. Such interest is to be determined and compounded on a daily
basis from the date due until the date paid. Payment of such interest charges
will not excuse or cure any breach or default for late payment. If either Party
retains a collection agency, attorney or other Person to collect overdue
payments hereunder, all collection costs, including but not limited to
reasonable attorney's fees, will be payable by the non-paying Party.

                  6.5.     CURRENCY CONVERSION.

         All payments under this Agreement shall be made in United States
Dollars. To the extent that any amount used in connection with this Agreement is
denominated in a currency other than United States Dollars, such amount shall be
converted directly into United States Dollars using the average month-end rates
of exchange for the relevant period as published in The Wall Street Journal (or,
if The Wall Street Journal shall no longer publish such exchange rates, as
determined by a method that is mutually agreed upon in writing by the Parties).


<PAGE>


         7.       PURCHASE AND SUPPLY OF PRODUCT.

                  7.1.     ORDERS.

                           (a) Purchases and sales of Products shall be
initiated by means of an Order on a purchase order form from Purchaser to
Manufacturer. Subject to subsection (b) below, Manufacturer shall accept all
such Orders promptly and in no event later than ten (10) working days from the
date of receipt by Manufacturer; provided that such Orders do not exceed nor
fall short of the Forecast for the relevant Firm Period as determined in
accordance with Section 7.4, by more than 20%. All Orders accepted by
Manufacturer shall not thereafter be cancelable or recoverable by Purchaser or
Manufacturer. It is understood that each Party may, for convenience, use its 
own standard pre-printed forms of invoice, purchase order, acknowledgement or
acceptance in the performance of its obligations hereunder; provided, however,
that any terms, conditions or provisions in such pre-printed forms which are
inconsistent with or which modify or supplement this Agreement shall be null and
void. This Agreement is not an Order of Purchaser and does not request or
authorize delivery of any Products, except pursuant to implementation of the
specific provisions of this Agreement.

                           (b) xx xxx xxxxx xx xxx xxxxxxxx xx xxx xxxxxxxx
xxxxxxxxxxxx xxxxx xxxxxxxx xxxx xxxxxxxx xxxxx xxx xxxxxxxxx xxx xxxxxx xxxxxx
xx xx xx xxxx xx xxxxx xxxxx xxxxxxxx xx xxxxxxxxx xxxx xxx xxxxx xxxxxxxxx
xxxxx xxxx xxx xxxxx xxxxx xxxxxxxx xxxxxxx xx xxxxxxxxx xxx xxxx xxxxx
xxxxxxxxx.

                           (c) Upon acceptance of each Order (but subject to
Sections 7.2(a) and 10.4(g) ), Manufacturer shall promptly inform Purchaser of
Manufacturer's estimated shipment date for the Order. Manufacturer's obligation
with respect to accepted Orders shall be to use its Best Efforts to meet the
delivery date specified in Purchaser's Order unless Purchaser expressly agrees
to a later date. If Manufacturer anticipates any delays in the scheduled
delivery date for any Order, Manufacturer will provide prompt written notice to
Purchaser and shall cooperate with Purchaser to reschedule delivery at the
earliest possible date so as to minimize the impact on Purchaser. If Purchaser
fails to make any purchases or if Manufacturer fails to use its Best Efforts to
meet the delivery date specified in any accepted Order (or any later date agreed
to by Purchaser as specified above), the defaulting Party shall be responsible
(subject to Section 9.5) for the other Party's reasonable damages resulting
therefrom but the non-defaulting Party shall be obligated to take reasonable
steps to mitigate such damages.

                           (d) All Products shall be shipped to locations
specified by Purchaser in the relevant Order in shipping packages specified or
supplied by Purchaser and using the Labels and Markings. All shipments shall be
FOB Manufacturer's plant.

                           (e) Purchaser shall obtain any necessary import
licenses, certificates of origin or other requisite documents, and pay all
applicable customs duties and taxes in respect of 


<PAGE>


the importation of the Products and their sale in the Territory. Manufacturer
shall obtain any necessary export licenses, certificates or other requisite
documents in respect of exporting the Products from the United States.

                  7.2.     EFFECT OF LATE PAYMENTS.

         If the Purchaser fails to pay the full amount due with respect to any
invoice (other than any amounts that are subject to a bona fide dispute) after
the date such invoice becomes due, Manufacturer shall be entitled (without
prejudice to any other right or remedy it may have) to:

                           (a) cancel or suspend any further deliveries of the
Products to the Purchaser under any Order; and

                           (b) charge the Purchaser interest on the unpaid
invoice at the rate provided in Section 6.4 from the date the payment became due
until actual payment is made (irrespective of whether the date of payment is
before or after any judgment or award in respect of the same).

                  7.3.     INSPECTION OF SHIPMENTS.

         Manufacturer shall send to Purchaser prior to or concurrently with each
shipment a copy of any documentation for the relevant Product that has been
agreed by the Parties. Purchaser shall have the right to inspect the shipment of
the Products which are the subject of each Order for damage, defects, shortages
or other noncomformities within thirty (30) calendar days after receipt thereof
and shall notify Manufacturer as soon as possible of any damage, defects,
shortages or of any other failure of the Products to conform to this Agreement.
Any Products which are the subject of an Order not rejected by Purchaser by
written notice to Manufacturer within such thirty (30) day period shall be
deemed accepted. Purchaser's sole remedy with respect to any nonconformity after
acceptance of a shipment shall be those provided pursuant to the warranties set
forth in Section 9.1. Upon Manufacturer's request, Purchaser shall provide
Manufacturer with packing slips, inspection reports and other documentation
supporting its rejection of any shipment. If such shortages or nonconformity
existed at the time of delivery of the Order, Manufacturer shall promptly
deliver additional or substitute Products to Purchaser in accordance with the
delivery procedures set forth herein.

                  7.4.     PURCHASE FORECASTS.

         At least one calendar month prior to the first requested delivery of
Products hereunder, Purchaser shall notify Manufacturer in writing of the
projected total number of Products, broken down by each Product model or
category, to be purchased by Purchaser during each month of the succeeding
twelve (12) calendar month period ("Forecast"). The projections for the first
six (6) months of such initial Forecast shall be firm and shall be accompanied
by Orders for such first six (6) months with respect to the models covered
thereby. Thereafter, Purchaser shall provide Manufacturer with a similar
Forecast for any new Product models or categories; the first six (6) months of
such Forecast for new Products shall be firm and shall be accompanied by 


<PAGE>


Orders for such first six (6) months for such new Products. All such Forecasts
shall be updated on a monthly basis by adding a twelfth month to replace the
expired month (but not changing any other month in the Forecast), with updates
to be delivered not less than one (1) calendar month in advance. The first three
(3) months of each such updated Forecast (beginning with the fifth month of the
first Forecast period for each Product) shall be firm and shall be accompanied
by Orders for the Products in the additional month of the Firm Period. The
estimates for the remaining nine (9) months shall be non-binding estimates for
planning purposes only and Purchaser shall have no liability therefor. Purchaser
shall establish reasonable Inventory levels to meet demand for the Products
which shall be a minimum amount equal to one month of anticipated demand for the
Territory as evidenced by the Forecast. To accommodate Manufacturer's production
scheduling, the total Products ordered for any three (3)-month or six (6)-month
Firm Period will be limited to a twenty percent (20%) maximum aggregate increase
or twenty percent (20%) maximum decrease in Units relative to the projection for
such Firm Period contained in the Forecast provided to Manufacturer for such
Firm Period, unless otherwise agreed by the Parties in writing.

                  7.5.     MINIMUM PURCHASE REQUIREMENTS.

                           (a) Purchaser will prepare annually at least ninety
(90) days prior to December 31, a projection for its sales of Products in each
country in the Territory in the next three (3) calendar years. The first year of
each such projection with respect to ICD Units shall constitute a baseline (the
"Baseline") and shall be subject to mutual agreement by Manufacturer and
Purchaser by October 31 of each year. If the Parties have not so agreed, the
Baseline for such year shall be determined in accordance with the procedures set
forth in Section 7.5(e). It is the objective of the Parties that Purchaser will
achieve market penetration over time comparable to that attained for the
Products in other markets, particularly the U.S. The first such projection is
attached hereto as Schedule 7.5(a).

                           (b) During each calendar year of the term hereof
beginning January 1, 1998, Purchaser shall submit Orders for ICD Units at least
equal to the respective Aggregate Minimum Purchases for each Region as set forth
on Schedule 7.5(b) (ii) and upon Purchaser's failure to do so, Manufacturer may
at its option and subject to Section 10.3(b), terminate this Agreement with
respect to the Region for which Purchaser has failed to submit Orders for such
Aggregate Minimum Purchase. In addition, should Purchaser fail to submit Orders
in any year of the term hereof for ICD Units at least equal to the Aggregate
Minimum Purchases for each Region set forth on Schedule 7.5(b) (i), at
Manufacturer's option and subject to Section 10.3(b), the obligation of
Manufacturer to sell and Purchaser to purchase hereunder shall become
non-exclusive with respect to the Region for which Purchaser has failed to
submit sufficient Orders and Manufacturer shall have the right to import, have
imported, advertise, have advertised, market, have marketed, promote, have
promoted, sell, have sold and have distributed the Products in the Region on a
non-exclusive basis. Notwithstanding the foregoing, to the extent that
Manufacturer fails to accept Purchaser's Orders in accordance with the terms of
this Agreement, and such failure causes Purchaser not to meet any Aggregate
Minimum Purchases 


<PAGE>


set forth on Schedule 7.5(b), for a Region, the Aggregate Minimum Purchases
shall be deemed waived for that Region for the year in question.

                           (c) The Baseline sales projections shall be
determined based upon all of the relevant factors affecting the market inside or
outside the Territory for ICD Units including (i) overall growth factors in the
market; (ii) market penetration achieved by the ICD Units; (iii) relative
competitive factors affecting the market including competing products; and (iv)
marketing and sales efforts that have been or are being used. Subject to the
foregoing, it is the expectation of the Parties that the Baseline amounts will
increase over the long-term at least in accordance with the underlying growth
characteristics of the marketplace.

                           (d) Purchaser's performance with respect to the
Aggregate Minimum Purchases for each Region shall be determined by Manufacturer
within thirty (30) days after the end of each calendar year (the first such
determination to take place in January 1999) based on Orders received by
Manufacturer during the respective calendar year. Manufacturer may, at its
option, notify Purchaser in writing during such thirty (30) day period of a
failure to meet the applicable Aggregate Minimum Purchases for each Region and
of any exercise of Manufacturer's options set forth in Section 7.5(b) of this
Agreement as a result thereof. Purchaser shall have thirty (30) days after
receipt of any such notice in which to establish by copies of Orders any errors
in the determination by Manufacturer as to Aggregate Minimum Purchases, in which
case, Manufacturer's notice shall be deemed revoked. If Purchaser does not
produce evidence of such Orders in the thirty (30) day period, Manufacturer's
notice of termination shall take effect from and after such thirtieth day.

                           (e) If the Parties are not able to reach agreement on
the Baseline for any calendar year as specified in Section 7.5(a) above, they
shall negotiate in good faith to attempt to resolve their differences. If such
negotiations shall fail to result in an agreement within thirty (30) days, the
Parties shall follow the same procedures as set forth in Section 6.1(f) with
respect to Unit Transfer Prices to resolve such dispute, applying the principles
set forth in Section 7.5(c) rather than those in Section 6.1 in making any
determination.

                           (f) Notwithstanding any exercise by Manufacturer of
its options under Sections 7.5(b) or 10.3(b) as a result of Purchaser's failure
to submit Orders meeting the relevant Aggregate Minimum Purchases, Purchaser
shall retain the exclusive rights in all Purchaser's Marks under which the
Products have been sold in any portion of the Territory and Manufacturer shall
acquire no right, title or license to use Purchaser's Marks.

                  7.6.     ORDERS BY AFFILIATES.

         All Orders and estimates for particular countries throughout the
Territory must be made and processed by Purchaser or a single designated
Purchaser Affiliate who will coordinate with Manufacturer all Orders of
Purchaser Distributors; payment for all such Orders will be coordinated by
Purchaser or such single designated Purchaser Affiliate and paid directly to


<PAGE>


Manufacturer.

                  7.7.     RETURN OF EXPIRED PRODUCTS.

         Purchaser shall, at its own expense, return to Manufacturer all
Products held in Inventory which have passed the "use before" date marked on the
sterile pack. Purchaser shall not be reimbursed or credited for any such expired
Inventory.

         8.       QUALITY ASSURANCE; TESTING.

                  8.1.     QUALITY CONTROL.

         Manufacturer shall produce the Products in accordance with all
Applicable Laws including requirements of the Act and the FDA's Good
Manufacturing Practice regulations in effect at the time of manufacture, and
applicable specifications for all models of the Products, including, without
limitation, those specified from time to time in the Technical Materials.
Manufacturer shall permit, shall cause its Affiliates and use its Best Efforts
to cause third party suppliers to permit, quality assurance representatives of
Purchaser promptly after signature of this Agreement, no more than once a year
thereafter, and prior to placing an initial Order for any new Product, to
inspect Manufacturer's or its Affiliates' manufacturing, testing and storage
facilities, and the manufacturing, testing and storage facilities of any third
parties who manufacture components for Manufacturer or its Affiliates, to
conduct quality assurance audits. Purchaser agrees that all arrangements for
such audits of third-party suppliers shall be made through Manufacturer and that
Manufacturer may, at its option, accompany Purchaser on any such audits. Such
audits shall be limited to inspection of the quality control systems and
procedures of the Person being audited and a review of Product validation files,
clinical documentation, and regulatory status, upon reasonable notice, during
normal business hours and pursuant to confidentiality agreements as described in
Section 11.1. Manufacturer shall permit, and cause its Affiliates and use its
Best Efforts to cause its third party suppliers to permit, any officials of any
Governmental Authority in the Territory to inspect its facilities as necessary
to comply with Applicable Laws. Manufacturer shall notify Purchaser of any FDA
inspection of its production or testing facilities for the Products and shall
provide Purchaser with copies of any reports (including Forms 483) issued as a
result thereof to the extent applicable to the Products.

                  8.2.     TESTING.

         In accordance with Applicable Laws, including the requirements of the
Act, Manufacturer shall test or cause to be tested each Unit to be supplied
pursuant to this Agreement before delivery of such Unit to Purchaser.
Manufacturer acknowledges that Purchaser is relying upon testing documentation
or other validation or verification documents showing Manufacturer's compliance
with its standard quality control procedures relating to the Products provided
by Manufacturer with each shipment as to the compliance of such shipment with
all applicable specifications. Purchaser agrees to conduct only such testing or
programming of any 


<PAGE>


Unit prior to delivery to a customer or after explant of any Unit from a patient
as may be agreed by Manufacturer in writing, otherwise requested by Manufacturer
in writing or in accordance with procedures set forth on Schedule 8.2.

                  8.3.     RECORDS AND TRACEABILITY

         Manufacturer hereby covenants and agrees that for a minimum period of
fifteen (15) years after the sale and purchase of any Product hereunder, it
shall maintain complete and accurate records of the FDA Tracking Information for
all Products, and all components thereof, that are manufactured and sold under
this Agreement, to the extent necessary to meet or exceed all applicable FDA
requirements and other Applicable Laws. Purchaser hereby covenants and agrees
that for a minimum period of fifteen (15) years after the sale and purchase of
any Product hereunder, it shall maintain the FDA Tracking Information regarding
the sale of all Products manufactured for it by Manufacturer hereunder to the
extent necessary to meet or exceed all applicable FDA requirements and other
Applicable Laws in the Territory. The Parties agree to provide each other with
reasonable access to and copies of such records and information in the event of
any Recall or other similar event involving the Products described in Section
9.2 or as necessary for any compliance with Applicable Laws. In furtherance and
not in limitation of the foregoing, upon reasonable prior written notice from
Manufacturer, Purchaser shall provide to Manufacturer the FDA Tracking
Information at the end of each calendar month (or earlier if required by
relevant Applicable Law) if, and for so long as, the provision of such FDA
Tracking Information has become mandatory under Applicable Law.

         9.       WARRANTIES AND INDEMNIFICATIONS.

                  9.1.     MANUFACTURER PRODUCT WARRANTIES.

                           (a) Manufacturer represents, warrants and covenants 
that:

                                    (i) at the time of shipment of all Products
         hereunder, such Products shall be new with xxxxxxxxxxxxxxxxxxxxxxxxxxx
         remaining prior to the expiration of the "use before" date and shall,
         unless otherwise agreed in writing by the Parties, meet or exceed all
         requirements necessary for the CE Marking and all Applicable Laws in
         the Territory of which Manufacturer is aware or of which Purchaser
         specifically informs Manufacturer;

                                    (ii) Purchaser shall have good and valid 
         title in and to such Products, free and clear from any liens, security
         interests, charges, claims or other encumbrances;

                                    (iii) for a period of xxxxxxxxxxxxxxxxxxxxx
         from date of implant in a patient, each Product will be free from
         defects in design, materials and workmanship (battery depletion within
         the limits outlined in the specifications for such Product is not
         considered a defect); and


<PAGE>


                                    (iv) for a period of xxxxxxxxxxxxxxxxxx
         from date of implant in a patient, each Product will conform to the
         specification for such Product established in accordance with this
         Agreement.

                           xxxxxxxxxxxxxxxxxxxxxxx referred to (iii) and (iv)
above apply only for the purposes of the warranty set forth in this Section 9.1.
Notwithstanding any provision of this Agreement, the Parties may agree to
shorten or lengthen the warranty periods set forth in Sections 9.1(a) (iii) or
(iv) from time to time to reflect competitive factors and if and to the extent
required by Applicable Law. Any such change shall be made in compliance with
Applicable Laws.

                           (b) In the event of any breach of the foregoing
warranties, Manufacturer shall, at its option, reprocess, if feasible, or supply
a replacement of, any Products or any components thereof which fail to meet the
terms of such warranties at no additional charge to Purchaser and Manufacturer
shall be responsible for transportation and insurance costs to ship such
reprocessed or replacement Products to Purchaser. Purchaser shall be responsible
for transportation and insurance costs to ship any claimed defective Product
back to Manufacturer's plant for Manufacturer's review. Manufacturer shall
determine at Manufacturer's cost at its factory whether such Product is in fact
defective. If Purchaser does not agree with Manufacturer's determination that
such Product is not defective, the Parties shall retain an appropriate expert to
be mutually agreed fifteen (15) days of Purchaser's receipt of Manufacturer's
determination to judge ultimately whether such Product is defective. If the
Parties cannot agree on an appropriate expert, each party shall submit two
nominations to the AAA within ten (10) days thereafter for the AAA to appoint an
appropriate expert from such nominees; provided, however, that the AAA will not
administer the proceeding. If either Party does not submit nominations as
described above, the AAA shall appoint an expert from the nominees it has
received. The determination of the expert will be final and binding on the
Parties. The cost for retaining the expert shall be borne by Manufacturer if
such Product is judged defective and by Purchaser if such Product is judged not
to be defective. Any returned Products shall become the property of
Manufacturer. This warranty does not extend to any Products that have been
damaged or rendered defective as a result of: (i) misuse or negligence on the
part of Purchaser or any Purchaser Distributors or failure of Purchaser,
Purchaser Distributor or any of their respective customers to follow
instructions for proper use and care of the Product; (ii) external factors such
as fire and flood; (iii) accidents involving, or modification or alteration of,
the Product other than those caused by Manufacturer after delivery to Purchaser
or (iv) implantation after the "use before" date marked on the Product's sterile
pack.

                           (c) Purchaser and Manufacturer shall discuss in good
faith the nature and content of written product warranties to be extended by
Purchaser to customers with respect to the Products in the Territory. Without
Manufacturer's prior written consent, and except as may be required to comply
with Applicable Laws, Purchaser shall not extend to customers any warranties
with respect to the Products in the Territory which are inconsistent with those


<PAGE>


warranties being extended by Manufacturer from time to time outside the
Territory.

                  9.2.     RECALLS.

         Purchaser and Manufacturer each shall notify the other promptly if any
Product is the subject of a Recall or other similar event in any jurisdiction,
and the Parties shall reasonably cooperate in the handling and disposition of
such Recall or other similar event; provided, however, in the event of a
disagreement as to any matters related to any proposed Recall or other similar
event, other than the determination of who shall bear the costs as set forth in
the immediately following sentence, each Party shall have the right to cause a
Recall or other similar event to be undertaken. Manufacturer shall bear the
reasonable costs (including without limitation, the cost of locating and
contacting by any means patients and customers, the cost of explanting the
recalled Products and implanting a replacement Product, and the cost of such
replacement Product ("Costs") ) of all Recalls of the Products except any
voluntary Recall effected solely by Purchaser, for which Purchaser shall
initially bear all Costs. If subsequent to such voluntary Recall by Purchaser,
events show that Manufacturer wrongfully refused to agree to such Recall, then
Manufacturer shall reimburse Purchaser for all Costs incurred by Purchaser in
connection therewith. Notwithstanding the foregoing, Purchaser shall pay the
Costs of any Recall or other similar event if and to the extent caused by (i)
any unauthorized change to the Products by Purchaser or by a Purchaser
Distributor which directly results in the Recall, (ii) the failure of Purchaser
or a Purchaser Distributor to properly store, label or otherwise handle the
Products which directly results in the Recall or (iii) any other breach of this
Agreement by Purchaser or an act committed by a Purchaser Distributor that, had
such act been committed by Purchaser, would have been a breach of this Agreement
which directly results in the Recall.

         9.3.     INDEMNIFICATION FOR THIRD PARTY CLAIMS.

                           (a) Notwithstanding any other provision of this
Agreement, Manufacturer shall be responsible for, and shall assume the defense
of and indemnify and hold Purchaser, its Affiliates and Purchaser Distributors
harmless from and against, all Third Party Claims arising out of or related to
any Products or Technical Materials related thereto manufactured or supplied by
Manufacturer hereunder; provided that the indemnification obligations of
Manufacturer under this Section shall not apply to any Third Party Claim caused
by any misuse, willful misconduct or negligent act or negligent failure to act
on the part of Purchaser or any Purchaser Distributor with respect to the
Products including any modification or alteration of the Product other than
caused by Manufacturer after delivery to Purchaser and any implantation after
the "use before" date marked on the Product's sterile pack.

                           (b) For purposes of this Agreement, the term "Third
Party Claims" shall mean any and all claims, lawsuits or actions asserted
against Purchaser, its Affiliates or Purchaser Distributors or their respective
directors, officers and agents under any and all Applicable Laws arising out of
or relating to any Product or Technical Materials (including, without
limitation, any data in the Technical Materials that are properly included in
the 


<PAGE>


Promotional Materials with Manufacturer's prior written approval) related
thereto that are manufactured or supplied by Manufacturer or its Affiliates,
including, but not limited to, claims based on strict liability, tort,
negligence or breach of express or implied warranty and claims for special,
incidental, exemplary and consequential damages, in cases in which it is alleged
that personal injury (including, but not limited to, emotional distress or
disturbance), direct financial loss, death or property damage was caused by a
defect in design, material or manufacture of any of the Products or the
Technical Materials (including, without limitation, any data in the Technical
Materials that are properly included in the Promotional Materials with
Manufacturer's prior written approval) related thereto that are manufactured or
supplied by Manufacturer or its Affiliates hereunder including any
misrepresentation or failure to warn in the Technical Materials. "Third Party
Claims" shall also include all losses, liabilities, damages, judgments, awards
and costs (including reasonable attorneys' fees) arising out of or relating to
the claims described in the preceding sentence.

                  9.4.     MANUFACTURER INFRINGEMENT INDEMNIFICATION.

         Manufacturer shall indemnify and hold Purchaser, its Affiliates and
Purchaser Distributors harmless from and against any and all liabilities,
damages, costs or losses (including, without limitation, reasonable attorneys'
fees) arising out of or related to claims or suits asserted or brought against
Manufacturer or Purchaser under any and all Applicable Laws to the extent such
claim or suit is based on alleged infringement, unauthorized use or
misappropriation of patents, mask work rights, copyrights or other Intellectual
Property Rights of a third party in connection with the sale or use of Products
in the Territory (the "Infringement Claims"). In any event, Manufacturer has the
right at any time and in its sole discretion to modify the design of any Product
so that it becomes non-infringing, to obtain a license for such Products or to
cease to provide such Product to Purchaser, provided that all damages, losses,
costs, and expenses incurred by Purchaser that are directly related to such
modification shall be treated as indemnifiable expenses of Purchaser, its
Affiliates and Purchaser Distributors for purposes of this Section 9.4 and shall
be borne by Manufacturer. Purchaser shall use its Best Efforts to assist and
cooperate with Manufacturer in the defense of any Infringement Claims to the
extent Purchaser is the beneficiary of any rights against the maker of such
Infringement Claim pursuant to any agreement with such third party, the benefit
of which may also inure to the benefit of Manufacturer; provided that such
cooperation shall be at the sole expense of Manufacturer and Purchaser shall not
be required to initiate or become a party to any litigation in connection
therewith.

                  9.5.     LIMITATION ON DAMAGES.

         Except as expressly provided in this Agreement, neither Purchaser nor
Manufacturer shall be liable to the other, for any special, incidental,
exemplary or consequential loss or damage (whether for loss of profit or
otherwise and whether occasioned by the negligence of a Party or its employees
or agents or otherwise) arising out of or in connection with any act or failure
to act of Manufacturer or Purchaser relating to the manufacture or supply of the
Products 


<PAGE>


or, their sale by the Purchaser or arising out of the performance or
non-performance of this Agreement.

         MANUFACTURER'S WARRANTIES SET FORTH IN THIS SECTION 9 ARE ITS EXCLUSIVE
WARRANTIES TO PURCHASER WITH RESPECT TO THE PRODUCTS, AND ARE GIVEN AND ACCEPTED
IN LIEU OF ANY AND ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS AND
REPRESENTATIONS, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS, WHETHER ARISING
UNDER ANY APPLICABLE LAW OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                  9.6.     CERTAIN COVENANTS.

         Purchaser represents, warrants and covenants that:

                           (a) Purchaser will not furnish purchasers of the
Products with any warranties, whether written or oral, beyond those given by
Manufacturer to Purchaser under Section 9.1(a) (iii) and (iv) or stated in any
warranty card or similar material provided by Manufacturer or included with the
Product;

                           (b) Purchaser shall comply with all Applicable Laws
concerning the use, handling, sale and disposition of the Products in the
Territory.

                  9.7.     REPRESENTATIONS AND WARRANTIES OF THE PARTIES.

         Each of Manufacturer and Purchaser hereby represents and warrants to
the other that as of the date hereof:

                  (a) Each is a corporation duly organized and existing in good
standing under the laws of the jurisdiction in which it is incorporated, and has
the requisite corporate power to own its properties and to carry on its business
as now being conducted. Each is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification
necessary and where the failure to qualify would have a Material Adverse Effect
with respect to such Party.

                  (b) Each has the requisite corporate power and authority to
enter into and perform this Agreement and to perform in accordance with the
terms hereof. The execution and delivery of the Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by its board
of directors and no further consent or authorization of its board of directors
or stockholders is required. The Agreement has been duly executed and delivered
by it. The Agreement constitutes a valid and binding obligation enforceable
against it in accordance with its terms, except as such enforceability may be
limited by applicable insolvency, 


<PAGE>


reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
equitable principles of general application.

                  (c) Except as set forth on Schedule 9.7, the execution,
delivery and performance of the Agreement and the consummation of the
transactions contemplated hereby do not (i) result in a violation of its
Articles of Incorporation, or By-laws, or (ii) conflict with, or constitute a
default (or an event which with material notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any material agreement, material indenture or
material instrument to which it is a party, or result in a violation of any law,
rule, regulation, order, judgment or decree applicable to it or by which any
property or asset of such Party is bound or affected (except in the case of
subclause (ii) above, for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect). No action, suit, dispute or
proceeding is pending or, to the best knowledge of such Party, threatened
against such Party which, if adversely determined, would prevent such Party from
carrying out its obligations under this Agreement. Each Party's business is not
being conducted in violation of any law, ordinance or regulation of any
Governmental Authority, except for possible violations which either singly or in
the aggregate do not and will not have a Material Adverse Effect. Except as
contemplated by this Agreement, it is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
Governmental Authority in order for it to execute, deliver or perform any of its
obligations under the Agreement.

                  (d) Neither Party shall be deemed to have made any
representation or warranty to the other Party except as expressly made in
Sections 2.3, 9.1 and this Section 9.7. Without limiting the generality of the
foregoing, and without prejudice to any express representations and warranties
made to either Party in this Section 9.7, neither Party makes any representation
or warranty to the other with regard to any issues related to Intellectual
Property Rights, projections, estimates or budgets or other matters previously
delivered to or made available to the other with respect to future revenues,
expenses, expenditures or future results of operations. Nothing in this Section
9.7(d) shall limit any remedy that may be available to a Party pursuant to
Applicable Law.

                  9.8.     MITIGATION.

         In the event of any occurrence which may result in either Party
becoming liable for breach of this Agreement, each Party shall use its
reasonable efforts to take such actions as may be reasonably necessary to
mitigate the damages payable by the breaching Party.

                  9.9. INDEMNIFICATION PROCEDURE FOR THIRD PARTY CLAIMS AND
INFRINGEMENT CLAIMS.

         If a Party seeks indemnification hereunder for a matter that involves a
claim by a third 


<PAGE>


party including without limitation, Third Party Claims and Infringement Claims,
the Party seeking indemnification (an "Indemnitee") shall promptly notify the
indemnifying Party (the "Indemnitor") of and shall provide reasonable
information and details concerning the nature of such claim. Indemnitor shall,
to the extent applicable, have the right to assume the defense at its expense of
all third party claims and shall pay all costs and damages finally awarded
against the Indemnitor and the Indemnitee in conjunction with such third party
claims, provided that (i) the Indemnitee provides prompt written notice to the
Indemnitor of its receipt of service of any such claim; (ii) the Indemnitor
controls the defense of the third party claim on behalf of all Parties; (iii)
the Indemnitee consents to representation in such claims by counsel selected by
and representing the Indemnitor; provided, however, that if outside counsel to
the Indemnitee reasonably advises the Indemnitee and the Indemnitor in a written
opinion that such joint representation raises a potential conflict of interest
as between the Indemnitee and the Indemnitor (other than regarding the right to
indemnification under this Agreement), then the Indemnitee shall have the right
to retain separate counsel to represent its interests in such third party claim
and the reasonable costs, fees and expenses thereof shall be borne equally by
the Indemnitee and the Indemnitor; and (iv) upon request of the Indemnitor, the
Indemnitee uses its Best Efforts to cooperate with the Indemnitor in defending
such third party claim by providing the Indemnitor with all necessary business
information and relevant documents under its control related to the third party
claim and cooperating with such other reasonable requests of the Indemnitor at
the Indemnitor's expense in accordance with Applicable Law. The Parties'
indemnity obligations under this Article 9 shall not apply to amounts paid in
settlement of any loss, claim, liability or action if such settlement is
effected without the consent of the Indemnitor, which consent shall not be
unreasonably withheld. The Indemnitee's failure to deliver notice to the
Indemnitor within a reasonable time after the commencement of any such action,
if materially prejudicial to the Indemnitor's ability to defend such action,
shall relieve the Indemnitor of any liability to the Indemnitee under this
Article 9, but not any liability that it may have to the Indemnitee otherwise
than under this Article 9.

         10.      TERM AND TERMINATION.

                  10.1.    TERM.

         The initial term of this Agreement shall be seven (7) years from the
Effective Date and Purchaser may at its sole option renew this Agreement for an
additional three (3) years if the Minimum Aggregate Purchase requirements set
forth on Schedule 7.5(b) (i) have been met or waived in all Regions in all years
prior to the end of the initial term, provided that such extension is in
accordance with Applicable Laws. Otherwise, the Parties may, by mutual written
agreement, agree to extend this Agreement for one successive three (3) year
term. Not less than one year prior to the scheduled expiration of the ten-year
term, if applicable, the Parties shall commence good faith negotiations
regarding a possible extension of such term on mutually acceptable terms,
provided that, unless the Parties shall have reached mutual written agreement on
the terms and conditions of such an extension prior to the scheduled expiration
date of the ten-year term, if applicable, the term of this Agreement shall
automatically expire upon completion 


<PAGE>


of such ten-year term.

                  10.2.    EVENTS OF EARLY TERMINATION.

                           (a) This Agreement may be immediately terminated as
to the entire Territory by either Party, upon giving written notice to the other
Party, in the event that the other Party shall become insolvent or be declared
insolvent or bankrupt by a court of competent jurisdiction or shall be the
subject of any reorganization (other than a corporate reorganization effected in
the ordinary course of business and not arising out of any insolvency) or
winding up, receivership or dissolution, bankruptcy or liquidation proceeding,
or any proceeding or action similar to one or more of the above, in which case
termination shall be effective upon such written notice. The failure of either
Party to give notice of termination upon obtaining knowledge of any such event
shall not be interpreted as a waiver of such Party's rights under this Section
10.2, and such Party reserves the right to exercise any such rights at any time
after the occurrence of any such event.

                           (b) Subject to the further provisions of this Section
10.2(b), upon any material breach or default of this Agreement by either Party,
the non-breaching Party shall have the right to serve notice upon the breaching
Party of its intention to terminate this Agreement in its entirety upon the
expiration of ninety (90) days after the date such notice is given, unless the
breaching Party shall cure any such breach or default within said ninety (90)
day period, except that, in the case of a breach of a payment obligation
hereunder, the applicable cure period shall be thirty (30) days. Upon the
expiration of the applicable cure period, if the breaching Party shall not have
cured the alleged breach to the reasonable satisfaction of the non-breaching
Party, and if the non-breaching Party gives a notice of final termination, final
termination of this Agreement shall be effective on the date such notice is
given. In the event of any dispute as to the existence of a default or the
adequacy of any cure thereof, the Party charged with such alleged breach or
failure to cure may require that the right to terminate be determined by the
dispute resolution mechanism pursuant to Article 12.

                  10.3.    ELIMINATION OF ONE OR MORE COUNTRIES.

                           (a) Purchaser may, at any time during the term of
this Agreement, upon at least 90 days prior written notice to Manufacturer,
eliminate any country from the Territory.

                           (b) In addition to any rights it may have under
Section 7.5(b), Manufacturer may, at any time during the term of this
Agreement, upon at least 90 days prior written notice to Purchaser, eliminate
any country from the Territory upon the occurrence of the following
circumstances:

                                    (i) failure by Purchaser to file for 
         Government Approvals of the Product in such country within agreed upon
         time periods set forth in Section 5.2(b) unless such failure resulted
         from Manufacturer's breach of this Agreement or failure to supply any


<PAGE>


         information reasonably requested by Purchaser that is available to
         Manufacturer and not otherwise available to Purchaser on reasonable
         terms; or

                                    (ii) failure by Purchaser to meet the 
         Minimum Aggregate Purchase requirements set forth on Schedule 7.5(b)
         (ii) for the Region in which such country is located unless such
         Aggregate Minimum Purchase requirements have been waived.

                  10.4.    RIGHTS AND OBLIGATIONS ON EXPIRATION OR TERMINATION.

         Upon termination or expiration of this Agreement for any reason
whatsoever the following provisions shall apply (if the rights and obligations
under Section 2.1 are terminated with respect to any country or Region in the
Territory in accordance with this Agreement the following provisions shall apply
to such country or Region of the Territory):

                           (a) To the extent permitted under Applicable Law,
Purchaser shall provide to Manufacturer within thirty (30) days a complete
listing of all Government Approvals and shall comply with Section 5.2(f) hereof
with respect thereto.

                           (b) After the date which is three (3) months from the
date of termination or expiration, Purchaser shall cease to promote, market or
advertise the Products. Purchaser and Manufacturer shall each cooperate with the
other in an orderly winding up of their respective dealings.

                           (c) Except in the event of termination of this
Agreement by Purchaser in accordance with Section 10.2, Purchaser shall within
thirty (30) days of expiration or receipt of notice of termination by
Manufacturer certify to Manufacturer the destruction at its own expense of all
Promotional Materials relating to the Products then in the possession of the
Purchaser, any Purchaser Distributor (or any subdistributor thereof) and shall,
if requested by Manufacturer, return, at its own expense, all samples of
Products if such samples have been provided free of charge to Purchaser.

                           (d) In the event of termination of this Agreement by
Manufacturer in accordance with Section 10.2, at Manufacturer's option,
outstanding unpaid invoices rendered by Manufacturer in respect of the Products
shall become immediately due and payable by Purchaser and invoices with respect
to Products ordered prior to termination but for which an invoice has not been
submitted shall be payable immediately upon submission of the invoice. In any
event, Purchaser shall continue to pay all amounts due hereunder prior to the
effective date of termination and all amounts due thereafter including amounts
in respect of the Product ordered by Purchaser prior to the date of termination
and delivered by Manufacturer.

                           (e) To the extent applicable, Purchaser shall provide
the FDA Tracking Information in the form and within the time limits specified in
this Agreement.


<PAGE>


                           (f) Purchaser shall provide Manufacturer with such
information regarding patients in whom the Products have been implanted and at
such times as reasonably necessary to allow Manufacturer to service such
Products and comply with all Applicable Laws. Purchaser understands that
Manufacturer or its designee may be obligated to continue to contact Purchaser's
customers after expiration or termination of this Agreement to allow
Manufacturer to comply with United States law and regulatory requirements to
collect and update periodically the FDA Tracking Information throughout the time
the Products are implanted in patients. Manufacturer agrees to use such FDA
Tracking Information and any information regarding customers or patients
provided to Manufacturer by Purchaser hereunder only to the extent required for
Manufacturer's compliance with Applicable Laws and Manufacturer shall not
provide or make any such information available to its sales force, distributors
or sales agents or representatives unless this Agreement has been terminated by
Manufacturer in accordance with Section 10.2(b).

                           (g) In the event of termination of this Agreement
pursuant to Sections 10.2 (but not any expiration under Section 10.1), the
terminating Party may at its sole discretion cancel by prompt written notice any
Orders for the Products which are unshipped at the date of such termination.

                           (h) Subject to Section 3.5, upon termination or
expiration of this Agreement, each Party shall promptly return to the other
Party all documents, letters, records, notebooks, papers, writings, designs,
drawings, models, blueprints and all other materials and all copies thereof
embodying or showing any of the Technical Information provided by Manufacturer
or any Confidential Information disclosed by either Party, in each case which is
then in the Party's possession or under its control, by whomever prepared, and
all other property owned by one Party but in the possession of the other Party
shall be returned.

                           (i) Unless otherwise expressly provided in this
Agreement, upon the termination or expiration of this Agreement, neither Party
shall have any further duties or obligations to the other under this Agreement;
provided, however, that no such termination or expiration shall relieve either
Party from any liability for which it is otherwise responsible under this
Agreement (including liabilities under Article 9 of this Agreement) with respect
to any event, occurrence, transaction, act or omission which occurred prior to
the date of such termination or expiration or with respect to any losses,
liabilities or claims arising out of any breach or default under this Agreement.


<PAGE>


         11.      CONFIDENTIALITY; PUBLICITY; NON-SOLICITATION.

                  11.1.    CONFIDENTIAL INFORMATION.

                           (a) Each Party shall (and shall cause its Affiliates,
agents and representatives to), for the term of this Agreement and for six (6)
years after the expiration or termination of this Agreement for any reason, (i)
keep confidential, (ii) not disclose to others, (iii) use only for the purposes
provided for or permitted under this Agreement or the Related Agreements, and
(iv) use Best Efforts, and at least the same degree of care (but no less as a
reasonable degree of care) as it uses to protect its own Confidential
Information of like importance, to prevent unauthorized use, dissemination and
disclosure of, all of the other Party's and its Affiliates' Confidential
Information, except as expressly provided for or permitted by this Agreement.
All Confidential Information shall, as between the Parties and their Affiliates
remain the sole property of the disclosing party or the relevant Affiliate. The
receiving party and its Affiliates, agents and representatives shall have no
rights to the Confidential Information of the disclosing party and its
Affiliates, except as provided in this Agreement. Nothing in this Section 11.1
shall prevent disclosure or use of information which is or becomes public
knowledge without the fault of the receiving party and its Affiliates, agents
and representatives or information already known to, or proven by written
evidence to have been independently derived by, the receiving party or its
Affiliates or received from a third party having the right to convey it.
Notwithstanding the foregoing, such Confidential Information may be (i)
disclosed to a Governmental Authority and to others to the extent such
disclosure may be required to be included in regulatory filings permitted under
the terms of this Agreement or required under Applicable Law; (ii) published by
the receiving party or its Affiliates, if and to the extent such publication has
been approved in writing by the disclosing party; or (iii) disclosed to the
extent required by Applicable Law or as ordered by a court or other regulatory
body having competent jurisdiction. In each of the foregoing cases, the
receiving party will use its Best Efforts to limit the disclosure and maintain
confidentiality of such Confidential Information to the maximum extent
practicable and prior to making any such disclosure it shall use Best Efforts to
consult with the disclosing party regarding the scope of any protective order or
other confidentiality protections that may be available to limit the extent of
disclosure. Any disclosure of Confidential Information to any Affiliates, agents
or representatives of the receiving party shall be limited to a "need to know"
basis for purposes related to this Agreement; provided that (i) the receiving
party shall be responsible and liable to disclosing party for any breach of the
terms of this Section 11.1 by any Affiliate, agent or representative, and (ii)
disclosure by the receiving party to any agent or representative shall be made
pursuant to appropriate confidentiality agreements.

                           (b) The provisions of this Section 11.1 shall survive
and shall remain in full force and effect for six (6) years after the expiration
or termination or termination of this Agreement for any reason. For purposes of
this Section 11.1 and 11.2, L'Oreal shall be deemed an Affiliate of Purchaser.


<PAGE>


                  11.2.    PUBLICITY.

         Each Party agrees, and shall cause its Affiliates to, not to issue any
press release disclosing the terms of, or relating to, this Agreement, without
the prior written consent of the other Party; provided; however, that neither
Party or its Affiliates shall be prevented from complying with any duty of
disclosure it may have pursuant to Applicable Law. Such disclosing party shall
use its Best Efforts to consult with the other Party regarding the issuance of
any such press release, or with regard to any public statement disclosing the
terms of this Agreement and shall use its Best Efforts to obtain confidential
treatment for any Confidential Information where such press release or other
public statement is required to be made by Applicable Law.

                  11.3.    NON-SOLICITATION.

         During the term of this Agreement and for one (1) year after
termination or expiration hereof, each Party shall refrain from soliciting the
personnel of the other Party or its Affiliates, including without limitation,
research and development personnel.

         12.      DISPUTE RESOLUTION PROVISIONS.

                  12.1.    GENERAL DISPUTE PRINCIPLES.

                           (a) All disputes between or among the Parties and/or
any of their Affiliates (including the Joint Venture) under this Agreement and
the Related Agreements shall be settled, if possible, through good faith
negotiations between the relevant parties.

                           (b) Disputes as to the specific matters referred to
in Section 6.1(f), 7.5(e) and 9.1(b) shall be resolved as provided in such
Sections. All other disputes under this Agreement shall be resolved as provided
in Article 12.

                           (c) Prior to resolving any dispute by means of
arbitration or by means of any suit, action or legal proceeding permitted under
Section 12.2, the relevant parties involved in such dispute shall refer such
dispute to their respective Chief Executive Officers or equivalent, who shall
meet in person to negotiate in good faith the possible resolution thereof on at
least two occasions within 30 days before any such party commences arbitration
or other litigation permitted under this Agreement (provided that if any such
party fails or refuses to have a representative attend such meetings within such
thirty (30) day period, the procedures of Section 12.2 shall be applicable after
the conclusion of such thirty (30) day period); and further provided, that (i)
any legal proceedings (including a temporary restraining order or preliminary
injunction) until such time as such interim equitable relief can be addressed
through arbitration; (ii) proceedings for provisional relief contemplated by
Section 12.2(i) below; and (iii) third party legal proceedings under Section
12.1(d) below may be commenced immediately.

                           (d) If a Party or any of its Affiliates (including
the Joint Venture) is subject 


<PAGE>


to a claim, demand, action or proceeding by a third party and is permitted by
law or arbitral rules to join another party to such proceeding, this Article 12
shall not prevent such joinder. This Article 12 shall also not prevent either
Party or any such Affiliate from pursuing any legal action against a third
party.

                  12.2.    ARBITRATION OF OTHER DISPUTES.

                           (a) In the event such good faith negotiations are
unsuccessful, either Party may, after 30 days written notice to the other,
submit any controversy or claim arising out of, relating to or in connection
with this Agreement, or the breach thereof, to arbitration administered by the
American Arbitration Association ("AAA") in accordance with its then existing
International Arbitration rules except that Sections 29 and 31 of the Commercial
Arbitration Rules in effect on the date hereof (a copy of which is attached
hereto as Schedule 12.2) shall govern in the event of any conflict therewith
(collectively, "AAA Rules") and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.

                           (b) To the extent this Section is deemed a separate
agreement, independent from this Agreement, Article 14 shall be incorporated
herein by reference. Either Party (the "Initiating Party") may commence an
arbitration by submitting a demand for arbitration ("Demand for Arbitration")
under the AAA Rules and by notice to the other Party (the "Respondent") in
accordance with Section 14.4. Such notice shall set forth in reasonable detail
the basic operative facts upon which the Initiating Party seeks relief and
specific reference to the clauses of this Agreement, the amount claimed, if any,
and any nonmonetary relief sought against the Respondent. After the Demand for
Arbitration, response and counterclaim, if any, and reply to counterclaim, if
any, have been submitted, either Party may propose additional issues for
resolution in the pending proceedings only if expressly so ordered by the
arbitrators.

                           (c) The place of arbitration shall be New York, New
York, and the award shall be deemed a U.S. award for purposes of the Convention
on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 (the "New
York Convention").

                           (d) The Parties shall attempt, by agreement, to
nominate a sole arbitrator for confirmation by the AAA. If the Parties fail so
to nominate a sole arbitrator within 30 days from the date when the Initiating
Party's Demand for Arbitration has been communicated to the Respondent, a board
of three arbitrators shall be appointed by the Parties jointly or, if the
Parties cannot agree as to three arbitrators within 30 days after the
commencement of the arbitration proceeding, then one arbitrator shall be
appointed by each of the Initiating Party and the Respondent within 60 days
after the commencement of the arbitration proceeding and the third arbitrator
shall be appointed by mutual agreement of such two arbitrators. If such two
arbitrators shall fail to agree within 75 days after commencement of the
arbitration proceeding upon the appointment of the third arbitrator, the third
arbitrator shall be appointed by the AAA in accordance with the AAA Rules.
Notwithstanding the foregoing, if any Party shall fail to 


<PAGE>


appoint an arbitrator within the specified time period, such arbitrator and the
third arbitrator shall be appointed by the AAA in accordance with its then
existing rules. For purposes of this Section, the "commencement of the
arbitration proceeding" shall be deemed to be the date upon which the Demand for
Arbitration has been delivered to the Parties in accordance with Section 14.4.
Any award shall be rendered by a majority of the arbitrators. A hearing on the
matter in dispute shall commence within 90 days following selection of the
arbitrators, and the decision of the arbitrators shall be rendered no later than
90 days after commencement of such hearing.

                           (e) An award rendered in connection with an
arbitration pursuant to this Section shall be final and binding upon the
Parties, and the Parties agree and consent that the arbitral award shall be
conclusive proof of the validity of the determinations of the arbitrators
set forth in the award and any judgment upon such an award may be entered and
enforced in any court of competent jurisdiction.

                           (f) The Parties agree that the award of the arbitral
tribunal will be the sole and exclusive remedy between them regarding any and
all claims and counterclaims between them with respect to the subject matter of
the arbitrated dispute. The Parties hereby waive all IN PERSONAM jurisdictional
defenses in connection with any arbitration hereunder or the enforcement of an
order or award rendered pursuant thereto (assuming that the terms and conditions
of this arbitration clause have been complied with).

                           (g) The Parties hereby agree that for purposes of the
New York Convention, the relationship between the Parties is commercial in
nature, and that any disputes between the Parties related to this Agreement
shall be deemed commercial.

                           (h) The arbitrators shall issue a written explanation
of the reasons for the award and a full statement of the facts as found and the
rules of law applied in reaching their decision to both Parties. The arbitrators
shall apportion to each Party all costs (including attorneys' and witness fees,
if any) incurred in conducting the arbitration in accordance with what the
arbitrators deem just and equitable under the circumstances. Any provisional
remedy which would be available to a court of law shall be available from the
arbitrators pending arbitration of the dispute. Either Party may make an
application to the arbitrators seeking injunctive or other interim relief, and
the arbitrators may take whatever interim measures they deem necessary in
respect of the subject matter of the dispute, including measures to maintain the
status quo until such time as the arbitration award is rendered or the
controversy is otherwise resolved. The arbitrator shall have the authority to
award any remedy or relief (except as ex parte relief) that a court of the State
of New York could order or grant, including, without limitation, specific
performance of any obligation created under this Agreement, the issuance of an
injunction, or the imposition of sanctions for abuse or frustration of the
arbitration process, but specifically excluding punitive damages.

                           (i) The Parties may file an application in any proper
court for a provisional remedy in connection with an arbitrable controversy, but
only upon the ground that the award to 


<PAGE>


which the application may be entitled may be rendered ineffectual without
provisional relief. The Parties may also commence legal action in lieu of any
arbitration under this Section 12.2 in connection with any third party
litigation proceedings or for any matter involving disputes related to
Intellectual Property Rights.

                           (j) After the appointment of the arbitrators, the
parties to the arbitration shall have the right to take depositions, ask
interrogatories, obtain documentation and to obtain other discovery regarding
the subject matter of the arbitration, and, to that end to use and exercise all
the same rights, remedies, and procedures, and be subject to all of the same
duties, liabilities, and obligations in the arbitration with respect to the
subject matter thereof, as if the subject matter of the arbitration were pending
in a civil action before a United States District Court for the Southern
District of New York and such persons, documents or other requested material
were located in the State of New York. The parties shall reach agreement with
the arbitrator on a streamlined and expedited discovery program in order to save
costs and avoid unnecessary delay in completing any arbitration and may present
to the arbitrator for a ruling any reasons for limiting such discovery in order
to save costs and avoid delay.

                           (k) For purposes of any suit, action, or legal
proceeding permitted under this Article 12, each party to this Agreement (a)
hereby irrevocably submits itself to and consents to the non-exclusive
jurisdiction of the United States District Court for the Southern District of
New York for the purposes of any suit, action or legal proceeding in connection
with this Agreement including to enforce an arbitral resolution, settlement,
order or award made pursuant to this Agreement (including pursuant to New York
Convention, the U.S. Arbitration Act, or otherwise), and (b) to the extent
permitted by Applicable Law, hereby waives, and agrees not to assert, by way of
motion, as a defense, or otherwise, in any such suit, action or legal proceeding
pending in such event, any claim that it is not personally subject to the
jurisdiction of such court, that the suit, action or legal proceeding is brought
in an inconvenient forum or that the venue of the suit, action or legal
proceeding is improper. Each party to this Agreement hereby agrees to the entry
of an order to enforce any resolution, settlement, order or award made pursuant
to this Section by the United States District Court for the Southern District of
New York and in connection therewith hereby waives, and agrees not to assert by
way of motion, as a defense, or otherwise, any claim that such resolution,
settlement, order or award is inconsistent with or violative of the laws or
public policy of the laws of the State of New York or any other jurisdiction.

                           (l) All claims arising under this Agreement and all
Related Agreements brought by the Parties and/or their Affiliates (including the
Joint Venture) at substantially the same time shall be referred to a single
arbitration to the extent arbitrable under this Article 12.


<PAGE>


         13.      CERTAIN LEGAL RESTRICTIONS.

                  13.1.    EXPORT CONTROLS.

                           (a) It is understood and acknowledged that each Party
is subject to regulation by Governmental Authorities, including the U.S.
Department of Commerce, which prohibit export or diversion of certain products
and technology to certain countries. Any and all obligations of the Parties
under this Agreement shall be subject in all respects to such laws and
regulations as shall from time to time govern the export of technology and
products abroad by persons subject to the jurisdiction of such Governmental
Authorities, including the U.S. Export Administration Act of 1979, as amended,
any successor legislation, and the U.S. Export Administration Regulations
("EAR") issued by the U.S. Department of Commerce, International Trade
Administration, Bureau of Export Administration ("BXA"). Each Party warrants
that it will comply in all material respects with all export and re-export
restrictions applicable to the Products shipped to Purchaser hereunder.

                           (b) Without limiting the foregoing, Purchaser agrees
that it shall not knowingly export, re-export or transship, directly or
indirectly, to countries identified in Part 746 of the EAR which are subject to
comprehensive BXA controls (currently consisting of: Cuba, Iraq, Iran, Libya,
and North Korea) any Products provided to Purchaser hereunder.

                  13.2.    FOREIGN CORRUPT PRACTICES ACT.

         Purchaser will not knowingly take any action which would cause
Manufacturer to be in violation of the United States Foreign Corrupt Practices
Act concerning payments to government officials, political Parties or
candidates.

                  13.3.    BLOCK EXEMPTION.

         Immediately prior to the expiration of Regulation 1983/83 of the
Commission of the European Union (the "Block Exemption"), the Parties agree to
examine the Agreement to determine whether the Agreement will fall within the
new Block Exemption. Should any of the provisions of the Agreement not fall
within the Block Exemption, during the term of this Agreement, the Parties agree
either to amend the Agreement to fall within the Block Exemption or the new
Block Exemption or to notify the Agreement to the Commission, with each Party to
bear one-half of the reasonable costs of making the notification.

         14.      MISCELLANEOUS.

                  14.1.    FEES AND EXPENSES.

         Except as expressly set forth herein, each Party shall be solely
responsible for the payment of the fees and expenses of its advisers, counsel,
accountants and other experts, if any, 


<PAGE>


and all other expenses incurred by such Party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement.

                  14.2.    SEVERABILITY.

         If any provision of this Agreement is held by a court of competent
jurisdiction or panel of arbitrators (including pursuant to enforcement of an
arbitration award under this Agreement) to be invalid, unlawful or
unenforceable, it shall be modified, if possible, to the minimum extent
necessary to make it valid, lawful, and enforceable or, if such modification is
not possible, it shall be stricken from this Agreement, and the remaining
provisions of this Agreement shall continue in full force and effect; provided,
however, that if a provision is so stricken and is of a nature so as to
fundamentally alter the economic arrangements of this Agreement, the Party
adversely affected may terminate this Agreement by giving to the other Person
sixty (60) days written notice of termination.

                  14.3.    ENTIRE AGREEMENT; AMENDMENTS.

         This Agreement and the Schedules hereto, contain the entire
understanding of the Parties with respect to the matters referred to hereby and,
except as specifically set forth herein, neither the Purchaser nor the
Manufacturer makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be amended or
supplemented other than by a written instrument signed by the Party against whom
enforcement of any such amendment or supplement is sought.

                  14.4.    NOTICES.

         Any notice or other communication required or permitted to be given
herein shall be in writing and shall be effective (a) upon hand delivery or
delivery by telecopy or facsimile at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the third business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:

If to the Manufacturer:                      With a copy to:
Angeion Corporation                          Morrison & Foerster, LLP
3650 Annapolis Lane, Suite 170               425 Market Street
Plymouth, MN 55447-5434                      San Francisco, CA 94105
Telephone:  (612) 550-9388                   Telephone:  (415) 268-7000
Telecopier:  (612) 509-9521                  Telecopier:  (415) 268-7522
Attention:  Chief Executive Officer          Attention:  Gavin B. Grover, Esq.


<PAGE>


If to the Purchaser:                         With copies to:
ELA  Medical                                 Synthelabo
Centre d'Affaire la Boursidiere              22 Avenue Galilee
92357 Le Plessis Robinson                    92350 Le Plessis Robinson
France                                       France
Telephone:  (33) (1) 46.01.33.01             Telephone:  (33) (1) 45.37.56.67
Telecopier:  (33) (1) 46.01.33.15            Telecopier:  (33) (1) 45.37.58.04
Attention:  President                        Attention:  General Counsel

                                             and

                                             Coudert Brothers
                                             1114 Avenue of the Americas
                                             New York, NY 10036-7703
                                             Telephone:  (212) 626-4400
                                             Telecopier:  (212-626-4120
                                             Attention:  James C. Colihan, Esq.


         Any Party hereto may from time to time change its address for notices
under this Section 14.4 by giving at least ten (10) days' written notice of such
changed address to the other Party hereto.

                  14.5.    NO WAIVER.

         No waiver by either Party of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future of this Agreement; or a waiver of any other provision,
condition or request of this Agreement; nor shall any delay or omission of
either Party to exercise any right hereunder in any manner impair the exercise
of any such right accruing to it thereafter.

                  14.6.    HEADINGS.

         The headings herein are for convenience only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of the
provisions of this Agreement.

                  14.7.    SURVIVAL OF PROVISIONS.

         The provisions of Sections 2.4(d), 5.2(f), 5.2(i), 6.3, 8.1, 8.3, 9.1,
9.2, 9.3, 9.4, 9.5, 9.9, 10.4, 11.1, 11.3, 12.1, 12.2, Article 13 and Article 14
shall survive the expiration or termination for any reason of this Agreement.


<PAGE>


                  14.8.    SUCCESSORS AND ASSIGNS.

         This Agreement shall be binding upon and inure to the benefit of the
Parties and their successors and assigns. Neither this Agreement nor any
interest hereunder shall be assigned or transferred, whether directly or
indirectly, including by operation of law ("Assign" or "Assignment"), by any
Party without the prior express written consent of the other Party (which
consent may be withheld for any reason in the sole discretion of the Party from
whom consent is sought), and any such attempt at Assignment shall be null and
void. The assignment by a Party of this Agreement or any rights hereunder shall
not affect the obligations of such Party under this Agreement.

         Notwithstanding the foregoing, either Party may Assign this Agreement
to an Affiliate of such Party so long as any assignment by Manufacturer is made
to an Affiliate that is directly or indirectly 100% owned by, or under 100%
common control with, Manufacturer.

         Any permitted Assignment made pursuant to this Section shall be valid
only if (i) the assigning Party remains liable under this Agreement, and (ii) 
the relevant Affiliate or other entity assumes in writing all of the assigning
Party's obligations under this Agreement.

                  14.9.    NO THIRD PARTY BENEFICIARIES.

         This Agreement is intended for the benefit of the Parties hereto and
their respective permitted successors and assigns and is not for the benefit of,
nor may any provision thereof be enforced by, any other Person.

                  14.10.   GOVERNING LAW.

         The Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York.

                  14.11.   INSURANCE.

         Each of Purchaser and Manufacturer will maintain liability insurance
for Third Party Claims in amounts to be agreed upon, but subject to availability
on commercially reasonable terms. Schedule 14.11 sets forth the initial agreed
upon minimum amounts for such liability insurance. Each of Purchaser and
Manufacturer shall provide copies of certificates of insurance evidencing
compliance with this Section on the date of execution hereof and within thirty
(30) days after the expiration of each policy during the term hereof.

                  14.12.   WAIVERS.

         Each Party hereby waives, to the extent it is able to do so under the
law of every country 


<PAGE>


in the Territory and other Applicable Law, any statutory or other rights it may
have or acquire in respect of the termination of the relationship established
hereby pursuant to the terms of this Agreement, and agrees that the rights
available to it hereunder in the event of such termination are adequate and
reflect the agreement of the Parties. Neither Party shall have any right to
claim any indemnity for goodwill or lost profits or any damages arising from the
rightful termination of this Agreement by the other Party in accordance with the
terms of this Agreement.

                  14.13.   ENGLISH LANGUAGE CONTROLS.

         The original and controlling version of this Agreement shall be the
version using the English Language. All translations of this Agreement into
other languages shall be for the convenience of the Parties only, and shall not
control the meaning or application of this Agreement. All notices and other
communications required or permitted by this Agreement must be in English, and
the interpretation and application of such notices and other communications
shall be based solely upon the English language version thereof.

                  14.14.   RELATIONSHIP OF THE PARTIES.

         For all purposes of this Agreement, Purchaser and Manufacturer shall be
deemed to be independent entities and anything in this Agreement to the contrary
notwithstanding, nothing herein shall be deemed to constitute Purchaser and
Manufacturer as partners, joint venturers, co-owners, an association or any
entity separate and apart from each Party itself, nor shall this Agreement
constitute any Party hereto an employee or agent, legal or otherwise, of the
other Person for any purposes whatsoever. Neither Party hereto is authorized to
make any statements or representations on behalf of the other Party or in any
way obligate the other Party, except as expressly authorized in writing by the
other Party. Anything in this Agreement to the contrary notwithstanding, no
Party hereto shall assume nor shall be liable for any liabilities or obligations
of the other Party, whether past, present or future.

                  14.15.   COUNTERPARTS.

         This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same Agreement and shall become effective
when counterparts have been signed by each Party and delivered to the other
Party, it being understood that both Parties need not sign the same counterpart.


<PAGE>


                  14.16.   SOVEREIGN IMMUNITY; EXCLUSIONS.

                           (a) Each Party hereto agrees that, to the extent that
it or any of its property is or becomes entitled at any time to any immunity on
the grounds of sovereignty or otherwise from any legal action, suit or
proceeding, from set off or counterclaim, from the jurisdiction of any set off
or counterclaim, from the jurisdiction of any competent court, from service of
process, from attachment prior to judgment, from attachment in aid of execution,
from execution prior to judgment or from any other legal process in any
jurisdiction, it, for itself and its property, expressly, irrevocably and
unconditionally waives, and agrees not to plead or claim any such immunity with
respect to its obligations, liabilities or any other matter under or arising out
of or in connection with this Agreement or the subject matter of this Agreement
(including without limitation any obligation for the payment of money). Each
Party hereto is not subject to withdrawal in any jurisdiction or under any
statute, including, without limitation, the Foreign Sovereign Immunities Act, 28
U.S.C. ss.ss. 1602 et seq. The foregoing waiver shall constitute a present
waiver of immunity at any time any action is initiated against any Party hereto
with respect to this Agreement.

                           (b) The Parties hereby agree to exclude application
of the following instruments and documents: United Nations Convention on the
International Sale of Goods, UNCITRAL Arbitration Rules and 1990 International
Chamber of Commerce Incoterms.

                  14.17.   FORCE MAJEURE.

                           (a) Neither Party shall be responsible or liable to
the other hereunder for the failure or delay in the performance of this
Agreement due to any event of Force Majeure. In the event of the applicability
of this Section 14.17, the Party failing or delaying performance shall use its
Best Efforts to eliminate, cure and overcome any of such causes and resume the
performance of its obligations. If any event of Force Majeure continues for more
than 180 days, either Party shall have a right to eliminate from the Territory,
on a country by country basis, each country affected by such Force Majeure event
(or terminate this Agreement if all countries are affected) upon written notice
to the other Party delivered while such event of Force Majeure is continuing.
For the avoidance of doubt, in the event that any event of Force Majeure has
occurred and so long as it is continuing, excusing performance by one Party of
its obligations hereunder, the other Party shall also be excused from its
obligations hereunder to the extent its performance is dependent upon the
affected Party's performance.

                           (b) Upon the occurrence of an event of Force Majeure,
the Party failing or delaying performance shall promptly notify the other Party,
in writing, setting forth the nature of the occurrence, its expected duration
and how such Party's performance is affected. The failing or delaying Party
shall resume performance of its obligations hereunder as soon as practicable
after the Force Majeure event ceases.


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
duly executed by their respective authorized officers as of the date of this
Agreement.

                                   ANGEION CORPORATION

                                   By:
                                            Name:
                                            Title:

                                   ELA MEDICAL

                                   By:
                                            Name:
                                            Title:


<PAGE>



                       SCHEDULE 1.4 XXXXXXXXXX XXXXXXXXXX


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<PAGE>



                      SCHEDULE 1.18 - EXISTING DISTRIBUTORS



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<PAGE>



                     SCHEDULE 1.45 - PURCHASER DISTRIBUTORS



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<PAGE>



                             SCHEDULE 1.49 - REGIONS


European Region                                      Japanese Region

     Andorra                                         Japan
     Austria
     Belgium
     Czech Republic
     Denmark
     Finland
     France
     Germany
     Greece
     Hungary
     Ireland
     Italy
     Liechtenstein
     Luxembourg
     Monaco
     Netherlands
     Norway
     Portugal
     San Marino
     Slovakia
     Spain
     Sweden
     Switzerland
     Turkey
     United Kingdom
     Vatican City



<PAGE>



                       SCHEDULE 1.51 - RELATED AGREEMENTS

1.       The Amended and Restated Investment and Master Strategic Relationship
         Agreement between Synthelabo and Manufacturer dated as of October 9,
         1997 (the "Investment Agreement").

2.       The Warrants of Manufacturer issued or to be issued to Synthelabo
         pursuant to the Investment Agreement.

3.       The Limited Liability Company Operating Agreement between Ela Medical,
         Inc. and Manufacturer dated as of December 9, 1997..

4.       The Intercompany Services Agreement between the Joint Venture and
         Manufacturer dated as of December 9, 1997.

6.       The Implantable Cardioverter Defibrillator Product Manufacturing and
         Supply Agreement between the Joint Venture and Manufacturer as of
         December 9, 1997.

7.       The Cardiac Stimulation Device Product Supply Agreement between the
         Joint Venture and ELA Medical, Inc. dated as of December 9, 1997.

8.       Any other agreements contemplated by this Agreement.




<PAGE>



           SCHEDULE 6.1(a) - UNIT TRANSFER PRICES FOR INITIAL PRODUCTS


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<PAGE>



                          SCHEDULE 7.5(a) - PROJECTIONS


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<PAGE>



          SCHEDULE 7.5(b) - AGGREGATE MINIMUM PURCHASES FOR EACH REGION


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<PAGE>


                       SCHEDULE 8.2 - TESTING PROCEDURES


                                     NONE.


<PAGE>


                           SCHEDULE 9.7 - NO CONFLICTS


MANUFACTURER

(i)      No exceptions, except as provided in sub-clause (ii) below.

(ii) Manufacturer makes no representation and warranty with respect to
xxxxxxxxxxxx xxxxxxxx xxxxxx or xxx xxxxxxxxxx xxxxxxxx xx xxxxxxxxxxxx xxxxxxxx
xxxxxx.

PURCHASER


(i)      No exceptions, except as provided in sub-clause (ii) below.

(ii) Purchaser makes no representation and warranty with respect to xxxxxxxxxxxx
xxxxxxxx xxxxxx or xxx xxxxxxxxxx xxxxxxxx xx xxxxxxxxxxxx xxxxxxxx xxxxxx.

<PAGE>


                            SCHEDULE 12.2 - AAA RULES

See attachment hereto.



<PAGE>



                           SCHEDULE 14.11 - INSURANCE



         xxxx xxxxx xxxxx xxxxx xxx xxx xxxxxxx xxxxxxxxx xxxxxxxxx xxxx x
xxxxxxx xxxxxx xx xx xxxxxxx xxx xxxxxxxxxx xx xxxxxxx xx xxx xxxxxxxxx xxxx xx
xxxx xxxx xx xxxxxxxx xxxxxxxxxx. xx xxxxxxxx xxxx xxxxx xxxxx xxxxx xxxxxxxxx
xxx xxxxxxx xxxxxxx xxxx x xxxxxxx xxxxxx xx x xxxxxxx xxx xxxxxxxxxx.