EXHIBIT 10.1


                                    AGREEMENT


         This Definitive Agreement dated as of the 18th day of September, 1998
(the "Effective Date") by and between CORDIS WEBSTER, INC., a California
corporation, with offices at 4750 Littlejohn Street, Baldwin Park, CA 91706
("Cordis Webster") and ANGEION CORPORATION, a Minnesota corporation, with
offices at 7601 Northland Drive, Brooklyn Park, MN 55428 ("Angeion").

         Witnesseth:

         Whereas, Cordis Webster is in the business of manufacturing and selling
medical devices, including cardiac ablation therapy devices; and,

         Whereas, Angeion is in the business of developing implantable cardiac
defibrillators and electrophysiology catheters; and,

         Whereas, Angeion is the owner of U.S. Patent Nos. 5,462,521, 5,643,197
and 5,800,428 and U.S. Patent Applications, Serial Nos. 08/496,947 and
09/073,651 and corresponding foreign patents and patent applications; and

         Whereas, Angeion desires to assign to Cordis Webster all of its rights,
title and interest in and to the aforesaid patents, subject to the terms and
conditions hereinafter set forth, and Cordis Webster accepts such assignment;
and
         Whereas, Cordis Webster desires Angeion to perform development work of
the Spot Catheter Product and the Linear Catheter Product (as each are
hereinafter defined); and

         Whereas, Angeion is the sponsor and has previously conducted
pre-clinical and clinical studies on the Spot Catheter Product, and Cordis
Webster is interested in acquiring rights to all records, data, and analysis and
other information regarding the Spot Catheter Product studies, including but not
limited to, data for submission for regulatory approvals (including
communications to and from the US FDA and any corresponding foreign documents);
and

         Whereas, Angeion desires to transfer to Cordis Webster the Spot
Catheter Technology and Linear Catheter Technology (as each are hereinafter
defined) and Cordis Webster accepts this technology transfer, subject to the
terms and conditions hereinafter set forth.

         Now, therefore, in consideration of the premises and of the mutual
promises and covenants contained herein, the parties hereto agree as follows:

I.       DEFINITIONS

         A. "Field of Use" shall mean the radio frequency (RF) cardiac ablation
         therapy field.

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         B. "Spot Catheter Patents" shall mean U.S. Patent No. 5,462,521, "Fluid
         Cooled and Perfused Tip For A Catheter" issued on October 31, 1995 and
         U.S. Patent No. 5,643,197 (CIP), entitled "Fluid Cooled And Perfused
         Tip For A Catheter" issued on July 1, 1997 and U.S. Patent Application
         Serial No. 08/496,947 entitled "Fluid Cooled and Perfused Tip for a
         Catheter" filed on June 30, 1995, and any application issuing from the
         disclosure listed on Schedule 1, and all divisionals, continuations,
         continuations-in-part, re-issues, re-examinations and corresponding
         foreign patents thereof.

         C. "Spot Catheter Product" shall mean any and all irrigated porous tip
         RF ablation catheters covered by one or more claims of the Spot
         Catheter Patents.

          D. "Spot Catheter Technology" shall mean all information, data, and
         know-how relating to the irrigated porous tip RF ablation catheter,
         including without limitation, processes, techniques, methods,
         protocols, products, apparatuses and other materials and compositions
         which are reasonably related to irrigated porous tip RF ablation
         catheters, but shall not include any information which, at the time of
         disclosure, was published, known publicly, or otherwise in the public
         domain; any information which, after disclosure, is published, becomes
         known publicly, or otherwise becomes part of the public domain through
         no fault of Cordis Webster; any information which, prior to the time of
         disclosure, has been practiced by or is known to Cordis Webster as
         evidenced by written documentation or other physical evidence or; any
         information which, after disclosure, is made available to Cordis
         Webster by a third party under no obligation of confidentiality.

         E. "Linear Catheter Patents" shall mean U.S. Patent No. 5,800,428
         entitled "Linear Catheter Ablation System" issued on September 1, 1998
         and U.S. Patent Application Serial No. 09/073,651 entitled "Linear
         Catheter Ablation System" filed on May 9, 1998, and any application
         issuing from the disclosures listed on Schedule 2, and all divisionals,
         continuations, continuations-in-part, re-issues, re-examinations and
         corresponding foreign patents thereof.

         F. "Linear Catheter Product" shall mean any and all irrigated linear
         lesion RF ablation catheters covered by one or more claims of the
         Linear Catheter Patents.

         G. "Linear Catheter Technology" shall mean all information, data, and
         know-how relating to the irrigated linear lesion RF ablation catheter
         including without limitation, processes, techniques, methods,
         protocols, products, apparatuses and other materials and compositions
         which are reasonably related to irrigated linear lesion RF ablation
         catheters, but shall not include any information which, at the time of
         disclosure, was published, known publicly, or otherwise in the public
         domain; any information which, after disclosure, is published, becomes
         known publicly, or otherwise becomes part of the public domain through
         no fault of Cordis Webster; any information which, prior to the time of
         disclosure, has been practiced by or is known to Cordis Webster as
         evidenced by written documentation or other physical evidence or; any
         information


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<PAGE>


         which, after disclosure, is made available to Cordis Webster by a third
         party under no obligation of confidentiality.

         H. "Effective Date" shall mean the date above-written.

         I. "Affiliated Company" shall mean any entity that directly or
         indirectly controls, is controlled by or is under common control with
         Cordis Webster, and for such purpose "control" shall mean the
         possession, direct or indirect, of the power to direct or cause the
         direction of the management and the policies of the entity, whether
         through the ownership of voting securities, by contract or otherwise.

         J. "Net Selling Price" shall mean the aggregate invoice price of a Spot
         Catheter Product or Linear Catheter product to a third party that is
         not Cordis Webster or an Affiliated Company, less discounts actually
         allowed and taken, refunds, returns, allowances, the cost of
         replacement or credit, sales commissions actually paid to third parties
         that are not Affiliated Companies, separately invoiced postage,
         separately invoiced insurance and other separately invoiced shipping
         charges, and customs, duties and other governmental charges and import,
         use and sales tax paid by Cordis Webster.
 
         K. "Confidential Information" shall mean information provided by one
         party or its Affiliated Companies to the other party or its Affiliated
         Companies which if in written form is marked as being confidential and
         if in oral form, is reduced to writing and a copy sent to the recipient
         within thirty (30) days of disclosure. Such information may include,
         without limitation, (a) matters of a technical nature such as trade
         secret processes or devices, techniques, data, formulas, inventions
         (whether or not patentable), specifications and characteristics of
         products planned or being developed, and research subjects, methods and
         results; (b) matters of a business nature such as information about
         costs, margins, pricing policies, markets, sales, suppliers, customers,
         product plans and marketing plans or strategies; and (c) other
         information of a similar nature that is not generally known to the
         public.

II.      PURCHASE, SALE AND ASSIGNMENT; LICENSE.

         A. Angeion hereby sells, assigns, conveys, transfers and delivers to
         Cordis Webster, its successors and permitted assigns, and Cordis
         Webster hereby purchases, acquires and accepts from Angeion the Spot
         Catheter Patents and the Spot Catheter Technology and the Linear
         Catheter Patents and the Linear Catheter Technology to be used only in
         the Field of Use (except as expressly provided herein), subject to and
         in accordance with the terms and conditions of this Agreement,
         including the right to sue for infringement. Angeion further agrees to
         provide to Cordis Webster the documentation necessary to transfer the
         Spot Catheter Technology and Linear Catheter Technology and to sign the
         necessary assignment documents for the patents for recordation in the
         United States Patent and Trademark Office and foreign patent offices.


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<PAGE>


         B. [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***]

         C. [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***]

         D. From and after the Effective Date, Cordis Webster shall pay a
         royalty amount equal to 5% of the Net Selling Price of Spot Catheter
         Products and Linear Catheter Products sold anywhere in the world by
         Cordis Webster or any Affiliated Companies in the Field of Use. For
         Spot Catheter Products or Linear Catheter Products which are neither
         manufactured nor sold in a country where there is patent coverage under
         either the Spot Catheter Patents or the Linear Catheter Patents, Cordis
         Webster or any Affiliated Companies shall pay a royalty of only 2% of
         the Net Selling Price of such product. Royalty payments shall continue
         until the first to occur of the following: [***CONFIDENTIAL TREATMENT
         REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION***]

         E. Cordis Webster hereby grants back to Angeion a royalty-free,
         irrevocable, exclusive (subject to the rights expressly reserved by
         Cordis Webster hereunder, including without limitation those described
         in Article X) license to Spot Catheter Patents and Linear Catheter
         Patents in all fields except the Field of Use.

         F. [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***]

         G. [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***]

          H. Each calendar quarter following the Effective Date, Cordis Webster
         shall provide Angeion with a quarterly royalty report setting forth the
         total Net Selling Price of Spot Catheter Products and Linear Catheter
         Products by Cordis Webster and its Affiliated Companies for that
         quarter, as well as any royalties received from third parties for that
         quarter pursuant to Subsection I. The quarterly report and any payments
         due to Angeion shall be made and delivered to Angeion no later than
         thirty (30) days following the end of the calendar quarter. All
         royalties shall be calculated in U.S. Dollars and shall be due and
         payable to Licensor in U.S. Dollars. In the event that the net Selling
         Price of Spot Catheter Products and Linear Catheter Products are made
         at prices calculated in a currency other than U.S. Dollars, Cordis
         Webster shall calculate royalties due for such sales based on Johnson &
         Johnson's existing currency translation practices, or such currency
         translation practices as are customary in this industry if Johnson &
         Johnson's existing currency translation practices are not acceptable to
         the independent accounting firm selected by Angeion in subsection I.


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<PAGE>


         I. Cordis Webster and its Affiliated Companies shall keep accurate
         records reflecting the Net Selling Price of all Spot Catheter Products
         and Linear Catheter Products. Angeion shall have the right to audit the
         quarterly reports and to inspect such records of Cordis Webster and its
         Affiliated Companies using an independent public accounting firm of
         national reputation selected and paid for by Angeion no more than twice
         a year during normal business hours and upon reasonable notice. In the
         event that any such audit reveals a discrepancy of more than five
         percent (5%) from the royalties due to Angeion, Cordis Webster shall
         bear the costs of such audit. Any such independent accounting firm
         shall execute such confidentiality undertakings as Cordis Webster may
         reasonably require.

         J. In the event that any payments due to Angeion (including royalties
         or invoices) are delinquent, such delinquent payments shall bear
         interest at [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***]. To the
         extent that any such audit shows an overpayment, such overpayment shall
         be shown as a credit on the next quarterly royalty report, or shall be
         promptly refunded at the option of Cordis Webster.

III.     DEVELOPMENT PROGRAM.

         A. Angeion shall complete at no additional charge development of the
         Spot Catheter Product in accordance with the specification as set forth
         in Exhibit A for clinical studies to support a Pre-Market Approval
         ("PMA") submission. Any changes to the specification for the Spot
         Catheter Product reasonably requested by Cordis Webster after the
         Effective Date shall be completed by Angeion and paid for by Cordis
         Webster on a time and materials basis at the Development Rates as set
         forth in Exhibit B.

         B. Angeion shall develop Linear Catheter Product concept prototypes in
         accordance with a project plan to be agreed upon by the parties. Cordis
         Webster shall select a Linear Catheter Product from the concept
         prototypes and the parties shall agree upon a project plan and
         specifications for the selected concept prototype of the Linear
         Catheter Product. Development of the selected concept prototypes of the
         Linear Catheter Product shall include design, building and testing of
         prototypes and clinical units for PMA submission, equipment
         modifications and in vitro testing, when required.

         C. Cordis Webster will fund Angeion for reasonable costs incurred
         commencing January 1, 1998 to produce the concept prototypes and
         develop the selected concept prototype for the Linear Catheter Product
         (including not more than [***CONFIDENTIAL TREATMENT REQUESTED; PORTION
         OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION***]incurred as of the Effective Date as set forth in the
         invoice attached as Exhibit C) in accordance with a budget of up to
         [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY
         WITH


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<PAGE>


         THE SECURITIES AND EXCHANGE COMMISSION***] and a set of milestones to
         be agreed by the parties as part of the project plan. Angeion shall use
         its best efforts to complete development of the selected concept
         prototype of the Linear Catheter Product in accordance with the budget
         and milestones and shall not incur additional charges or costs above
         the agreed upon budget without prior written approval of Cordis
         Webster; however, the budget shall be based funding Angeion on a time
         and materials basis at the Development Rates as set forth in Exhibit B.
         Angeion does not guarantee or warrant that the development work related
         to the selected concept prototype of the Linear Catheter Product can be
         completed [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***]. All sums
         paid pursuant to subparagraph C of this section will be paid upon
         receipt of a statement of services performed. Angeion shall keep
         accurate records reflecting the development work related to the Linear
         Catheter Product. Cordis Webster shall have the right to audit the
         invoices and to inspect such records of Angeion no more than twice a
         year during normal business hours and upon reasonable notice.

         D. Notwithstanding the provisions of paragraph III.C above, it is
         understood that during the term of this Agreement Cordis Webster may
         elect to bring within the Cordis Webster organization certain or all of
         the development and manufacturing activities relating to the Linear
         Catheter Product as set forth in paragraph III.C and to terminate such
         activities by Angeion. Prior to such transfer of activities, Cordis
         Webster shall give Angeion sixty (60) days written notice of its
         intentions. In such a case, Cordis Webster shall be liable only for
         charges for all work done or non-cancelable costs committed by Angeion
         prior to such transfer. Angeion shall exercise diligent efforts to
         minimize any such non-cancelable costs.
 
         E. Project reviews will be conducted on a quarterly basis or more
         frequently upon request by Cordis Webster commencing the month the
         agreement is signed. The review will include access by Cordis Webster,
         if desired, to all design documentation including the Design History
         File. Angeion will provide detailed monthly status reports including
         expenses. Angeion will not exceed a monthly expense total as agreed by
         the parties without prior written approval of Cordis Webster.

         F. Angeion shall provide overall project leadership to develop and
         manufacture the Spot Catheter Product and Linear Catheter Product.
         Product priorities for the Spot Catheter Product, and product
         priorities, features and specifications for the Linear Catheter Product
         initially will be decided by Cordis Webster, after discussions with
         Angeion. Any changes to the project plan or specifications for the
         Linear Catheter Products shall be agreed upon by both parties in
         writing.

IV.      CLINICAL SUPPLIES  AND TECHNOLOGY TRANSFER.

         A. Angeion will manufacture 250 Spot Catheter Products for Cordis
         Webster for use in clinical trials and will bill Cordis Webster for
         these units at a cost of


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<PAGE>


         [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION***].

         B. Upon completion of the manufacture of the clinical supplies for the
         Spot Catheter Product, or at the request of Cordis Webster, Angeion
         shall provide technology transfer and technical support for a period of
         one (1) year to transfer to Cordis Webster the production and
         manufacturing of the Spot Catheter Products on a time and materials
         basis at the Development Rates set forth in Exhibit B.

         C. Angeion will manufacture, upon request by Cordis Webster, Linear
         Catheter Products for Cordis Webster for use in clinical trials at an
         agreed upon price per unit based upon the specifications for the Linear
         Catheter Product and as of the milestone for the completion of the
         project. Any changes to the specification for the Linear Catheter
         Product reasonably requested by Cordis Webster after the milestone date
         for completion of the specification shall be completed by Angeion and
         paid for by Cordis Webster on a time and materials basis at the
         Development Rates set forth in Exhibit B.

         D. Upon completion of the manufacture of the clinical supplies of the
         Linear Catheter Product, or at the request of Cordis Webster pursuant
         to subparagraph E, Angeion shall provide technology transfer and
         technical support for a period of up to one (1) year to transfer to
         Cordis Webster the production and manufacturing of the Linear Catheter
         Products on a time and materials basis at the Development Rates set
         forth in Exhibit B.

         E. [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***]

V.       CLINICAL STUDIES AND REGULATORY FINDINGS.

         A. If Cordis Webster determines in its sole discretion that it desires
         to conduct clinical studies for the Spot Catheter Product and Linear
         Catheter Product, Cordis Webster shall organize, sponsor and support
         all future clinical trials.

         B. Angeion has previously obtained Investigational Device Exemption
         ("IDE") approval for the Spot Catheter. The parties shall coordinate
         the transition of the existing clinical IDE submission for the Spot
         Catheter to Cordis Webster.

         C. If and as required under the United States laws and FDA
         regulations[***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***], at its
         expense, shall exercise reasonable diligence to obtain and maintain all
         registrations, licenses and permits required to comply with all laws
         and regulations for sale and distribution of the Spot Catheter and
         Linear Catheter.


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<PAGE>


         D. [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***].

         E. Angeion shall have access to clinical sites and clinical information
         as may be reasonably required to facilitate Angeion's development
         responsibilities.

         F. Cordis Webster shall have the opportunity at its option to access
         clinical and regulatory expertise of Angeion in connection with the
         Spot Catheter Products and Linear Catheter Products at the Development
         Rates as set forth in Exhibit B.

         G. Angeion shall, to the best of its ability, ensure that the
         identified clinical investigators for the [***CONFIDENTIAL TREATMENT
         REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION***].

         H. Angeion shall comply with all applicable provisions of the FDA
         Quality System Regulation (QSR) and FDA Good Clinical Practices (GCP)
         Regulation. Angeion shall notify Cordis Webster of any planned or
         ongoing regulatory inspections of its facilities and operations.

VI.      MARKETING.

         All Spot Catheter Product and Linear Catheter Product in the Field of
         Use shall be marketed under the name of Cordis Webster or such other
         name or names as Cordis Webster may choose.

VII.     TERM.

         A. This Agreement shall remain in effect from the Effective Date
         [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY
         WITH THE SECURITIES AND EXCHANGE COMMISSION***].

         B. Either party may terminate this Agreement in the event such other
         party shall have materially breached or defaulted in the performance of
         any of its obligations hereunder, and such default shall have continued
         for thirty (30) days after written notice thereof was provided to the
         breaching party by the non-breaching party. Any termination shall
         become effective at the end of the thirty (30) day period unless the
         breaching party has cured any such breach or default prior to the
         expiration of the thirty (30) day period.

         C. Termination of this Agreement shall not release any party hereto
         from any liability which, at the time of termination, has already
         accrued to the other party or which is attributable to a period prior
         to such termination, nor preclude either party from pursuing any rights
         and remedies it may have hereunder at law or in equity which accrued or
         are based upon any event occurring prior to such termination.


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<PAGE>


VIII.    NON-COMPETE.

         During the Term and for a period of [***CONFIDENTIAL TREATMENT
         REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION***], Angeion shall not manufacture, sell or develop
         for third parties catheters for use in the Field of Use.

IX.      CONFIDENTIALITY.

         A. Unless otherwise expressly provided for in this Agreement, both
         parties shall treat the Confidential Information received from the
         other party as proprietary or confidential and shall not disclose any
         such Confidential Information to any third party during the Term and
         for a period of five (5) years thereafter, except for information
         which:

                  (i)      at the time of disclosure, was published, known
                           publicly or otherwise in the public domain;

                  (ii)     after disclosure, is published, becomes known
                           publicly or otherwise becomes part of the public
                           domain through no fault of the receiving party;

                  (iii)    prior to the time of disclosure, is known to the
                           receiving party as evidenced by its written records
                           and is not then subject to an obligation of
                           confidentiality to any third party; and

                  (iv)     after disclosure, is made available to the receiving
                           party in good faith by a third party under no
                           obligation of confidentiality and without restriction
                           on its further disclosure by the receiving party.

         B. Notwithstanding the above, either party may disclose Confidential
         Information of the other and this Agreement to their legal
         representatives and employees to the extent such disclosure is
         reasonably necessary to achieve the purposes of this Agreement; or in
         connection with the filing and support of patent applications; or as
         required by law or to comply with applicable governmental regulations
         or court order, including the FDA and its foreign counterparts;
         provided that if a party is required to make such disclosure of another
         party's Confidential Information, other than pursuant to a
         confidentiality agreement, it will give reasonable advance notice to
         the other party of such disclosure and, save to the extent
         inappropriate in the case of patent applications, will use its
         reasonable best efforts to secure confidential treatment of such
         information in consultation with the other party prior to its
         disclosure and disclose only the minimum necessary to comply with such
         requirements.


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<PAGE>


X.       LICENSE OPTIONS.

         A. Angeion hereby grants to Cordis Webster and its Affiliated Companies
         an option to practice the inventions of the Spot Catheter Patents and
         practice the Spot Catheter Technology and practice the inventions of
         the Linear Catheter Patents and practice the Linear Catheter Technology
         limited to the additional field of [***CONFIDENTIAL TREATMENT
         REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION***].

         B. Upon exercise of the Option to obtain these rights in the TMR Field,
         Cordis Webster or its Affiliated Companies shall:

                  (i)      [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION***]

                  (ii)     [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION***].

         C. Angeion grants to Cordis Webster and its Affiliated Companies an
         option to practice the inventions of the Spot Catheter Patents and
         practice the Spot Catheter Technology and practice the inventions of
         the Linear Catheter Patents and practice the Linear Catheter Technology
         in all fields outside the Field of Use and [***CONFIDENTIAL TREATMENT
         REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION***] ("OTHER PRODUCTS FIELD").

         D. Upon exercise of the Option to obtain the Other Products Field,
         Cordis Webster or its Affiliates Companies shall:

                  (i)      [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION***]

                  (ii)     [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED
                           FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                           COMMISSION***].

         E. Royalty payments made in accordance with this Section shall continue
         until the first to occur of the following: [***CONFIDENTIAL TREATMENT
         REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION***].


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<PAGE>


XI.      RIGHT OF FIRST NEGOTIATION.

         Subject to any contractual obligations between Angeion and ELA Medical,
         Angeion agrees to grant Cordis Webster a right of first negotiation to
         obtain all rights in any new concepts or inventions in the Field of Use
         developed by Angeion to the extent not already covered under this
         Agreement.

XII.     INTELLECTUAL PROPERTY DEVELOPED UNDER THIS AGREEMENT.

         A. All patentable and unpatentable inventions and other intellectual
         property conceived or reduced to practice solely by employees or
         consultants of Angeion as a result of the development work conducted
         under this Agreement in the Field of Use ("Angeion Inventions") shall
         be the property of Cordis Webster.

         B. All patentable and unpatentable inventions and other intellectual
         property conceived or reduced to practice jointly by employees or
         consultants of Cordis Webster and Angeion as a result of the
         development work conducted under this Agreement in the Field of Use
         ("Joint Inventions") shall be the property of Cordis Webster.

         C. Angeion agrees to assign to Cordis Webster all rights in any such
         Angeion Inventions or Joint Inventions. Upon the request of Cordis
         Webster and at Cordis Webster's expense, Angeion will assist Cordis
         Webster, or its designee, in making application for Letters Patent in
         any country in the world. Angeion further agrees to have executed all
         papers and do all things which may be necessary or advisable to
         prosecute such applications and to transfer to and vest in Cordis
         Webster all the right, title and interest in and to such invention,
         discoveries or ideas and all applications for patents and Letters
         Patent issued hereon.

         D. Cordis Webster shall be responsible for [THE COST OF FILING AND
         MAINTAINING ALL OF THE SPOT CATHETER PATENTS AND LINEAR CATHETER
         PATENTS DURING THE TERM, PROVIDED CORDIS WEBSTER SHALL NOT BE OBLIGATED
         TO SPEND MORE THAN A MAXIMUM COST OF [***CONFIDENTIAL TREATMENT
         REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
         EXCHANGE COMMISSION***] FOR A SINGLE U.S. PATENT APPLICATION AND A
         TOTAL OF [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] FOR FILING
         CORRESPONDING FOREIGN PATENT APPLICATIONS CORRESPONDING TO A SINGLE
         U.S. PATENT APPLICATION.]

         E. In the event Cordis Webster elects not to file or maintain a patent
         application in a given country, Angeion shall be free to file or
         maintain such patent applications in that country.


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<PAGE>


XIII.   WARRANTIES AND REPRESENTATIONS.

         A. Cordis Webster and Angeion, each represent and warrant to the other
         that:

                  (i)      it has the power to execute, deliver and perform the
                           terms and conditions of this Agreement and has taken
                           all necessary action to authorize the execution,
                           delivery and performance thereof;

                  (ii)     the execution, delivery or performance of this
                           Agreement will not constitute a violation of, be in
                           conflict with, or result in, a breach of any
                           agreement or contract to which it is a party or to
                           which it is bound;

                  (iii)    this Agreement constitutes the legal, valid and
                           binding agreement enforceable in accordance with its
                           terms, except as enforcement of remedies may be
                           limited by general principles of bankruptcy,
                           insolvency, or other similar laws affecting
                           creditors' rights generally; and

                  (iv)     it will comply with all applicable laws, regulations,
                           ordinances, statutes, decrees or proclamations of all
                           governmental authorities having jurisdiction over
                           this Agreement.

         B. In addition, Angeion warrants to Cordis Webster that it:

                  (i)      is the owner of all right, title and interest in and
                           to the Spot Catheter Patents and Spot Catheter
                           Technology other than the interest in third party
                           income with respect to the Spot Catheter Patents as
                           evidenced by the Assignment Agreement attached hereto
                           as Exhibit D;

                  (ii)     is the owner of all right, title and interest in and
                           to the Linear Catheter Patents and Linear Catheter
                           Technology;

                  (iii)    has not licensed the Spot Catheter Patents, Spot
                           Catheter Technology, Linear Catheter Patents or
                           Linear Catheter Technology to any third party.

XIV.     INFRINGEMENT.

         Cordis Webster shall have the right, but not the obligation, to bring
         suit against a third party for infringement of the Spot Catheter and
         Linear Catheter Patents, however, if Cordis Webster has not brought any
         such suit after three (3) months' notice having been given to Angeion,
         Angeion may bring such suit and may join Cordis Webster in such suit if
         necessary. The party initiating such suit shall be responsible for all
         costs of such suit and shall receive all recovery in such suit.


                                       12

<PAGE>


XV.      INDEMNIFICATION.

         A. Angeion shall indemnify, defend and hold harmless Cordis Webster and
         its directors, officers and employees ("Cordis Webster Indemnitees")
         from and against any and all liabilities, damages, losses, costs or
         expenses, including reasonable attorneys' fees, resulting from any
         claim, suit or proceeding brought by a third party for infringement of
         third party patents by Spot Catheter Products or Linear Catheter
         Products manufactured by Angeion.

         B. Cordis Webster shall indemnify, defend and hold harmless Angeion and
         its directors, officers and employees ("Angeion Indemnitees") from and
         against any and all liabilities, damages, losses, costs or expenses,
         including reasonable attorneys' fees, resulting from any claim, suit or
         proceeding brought by a third party for physical injury arising out of
         or in connection with the use of Spot Catheter Products and the Linear
         Catheter Products; except for Spot Catheter Products and Linear
         Catheter Products manufactured by Angeion to the extent such injury is
         caused by the negligence or willful misconduct of Angeion.

         C. Beginning at the time that the Spot Catheter Product or Linear
         Catheter Product is being commercially distributed or sold (other than
         for the purpose of obtaining regulatory approvals), Cordis Webster or
         its Affiliated Companies shall, at its sole cost and expense, procure
         and maintain commercial general liability insurance in amounts not less
         than $2,000,000 per incident and $2,000,000 annual aggregate. Such
         commercial general liability insurance shall provide (i) liability
         coverage and (ii) contractual liability coverage for indemnification
         under subsection A hereof. If Cordis Webster and its Affiliated
         Companies may elect to self-insure all or part of the limits described
         above (including deductibles or retentions which are in excess of
         $250,000 annual aggregate) on the same basis that it insures other
         similar risks. The minimum amount of insurance coverage required under
         this subsection B shall not be construed to create a limit of Cordis
         Webster's liability with respect to indemnification under subsection A
         hereof. Cordis Webster shall provide written evidence of such insurance
         upon request by Angeion and shall provide Angeion with written notice
         at least fifteen (15) days prior to the cancellation, non-renewal or
         material change in such insurance.

XVI.     MISCELLANEOUS.

         A. Press Releases. Neither party will generate any press releases or
         otherwise disclose publicly the existence or terms of this Agreement
         other than the initial press release to be issued upon the execution of
         this Agreement which is attached hereto as Exhibit E, without the prior
         written consent of the other party, except as may be otherwise required
         by law or as necessary for Angeion to satisfy the contractual
         obligations between Angeion and ELA Medical. Cordis Webster
         acknowledges that Angeion believes that this Agreement is likely to be
         deemed a material agreement for Angeion, thereby requiring Angeion to
         make an SEC filing of this Agreement. In the


                                       13

<PAGE>


         event of such a required filing, Angeion agrees to request confidential
         treatment of sensitive portions of this Agreement and to work with
         Cordis Webster in that regard.

         B. Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of California.

         C. Assignment. Neither party may assign this Agreement without the
         prior written consent of the other, which consent shall not be
         unreasonably withheld; provided, however, Cordis Webster may assign
         this Agreement to an Affiliated Company but nothing herein shall
         prevent Angeion from assigning to a third party without the consent of
         Cordis Webster any royalty payments or other rights to be received by
         Angeion under the provisions of Article II (D), (E), and (G), IV (E)
         and X (B), (D) and (E).

         D. Independent Contractor. The relationship of Cordis Webster and
         Angeion is that of an independent contractor and nothing contained in
         this Agreement shall be construed to give either party the power to
         direct and control the activities of the other or create or assume any
         obligation on behalf of the other for any purpose whatsoever.

         E. Entire Agreement. This Agreement constitutes the entire Agreement
         between the parties hereto concerning the subject matter hereof and any
         representation, promise or condition in connection therewith, not
         incorporated herein, shall not be binding upon either party. Before
         signing this Agreement the parties have had numerous conversations,
         including preliminary discussions, formal negotiations and informal
         conversations at meals and social occasions, and have generated
         correspondence and other writings, in which the parties discussed the
         transaction which is the subject of this Agreement and their
         aspirations for success. In such conversations and writings,
         individuals representing the parties may have expressed their judgments
         and beliefs concerning the intentions, capabilities, and practices of
         the parties, and may have forecasted future events. The parties
         recognize that such conversations and writings often involve an effort
         by both sides to be positive and optimistic about the prospects for the
         transaction. However, it is also recognized, that all business
         transactions contain an element of risk, as does the transaction
         contemplated by this Agreement, and that it is normal business practice
         to limit the legal obligations of contracting parties to only those
         promises and representations which are essential to their transaction
         so as to provide certainty as to their respective future rights and
         remedies. Accordingly, this Agreement is intended to define the full
         extent of the legally enforceable undertakings of the parties hereto,
         and no promise or representation, written or oral, which is not set
         forth explicitly in this Agreement is intended by either party to be
         legally binding. Both parties acknowledge that in deciding to enter
         into this Agreement and to consummate the transaction contemplated
         hereby neither has relied upon any statements or representations,
         written or oral, other than those explicitly set forth therein.

         F. Amendment. No changes, amendments or alterations shall be effective
         unless in writing and signed by all parties.


                                       14

<PAGE>


         G. Waiver. No waiver of any default in the performance of any of the
         duties or obligations arising out of this Agreement shall be valid
         unless in writing and signed by the waiving party.

         H. Severability. If any provision of this Agreement shall be held to be
         unenforceable in whole or in part, then the invalidity of such
         provision shall not be held to invalidate any other provision herein,
         and all other provisions shall remain in full force and effect.

         I. Dispute Resolution.

                  a.       Any dispute, claim, or controversy arising from or
                           related in any way to this Agreement or the
                           interpretation, application, breach, termination or
                           validity thereof, including any claim of inducement
                           of this Agreement by fraud or otherwise, will be
                           submitted for resolution to arbitration pursuant to
                           the commercial arbitration rules then pertaining of
                           the Center For Public Resources ("CPR"), except where
                           those rules conflict with these provisions, in which
                           case these provisions control. The arbitration will
                           be held in California.

                  b.       The panel shall consist of three arbitrators chosen
                           from the CPR Panels of Distinguished Neutrals, each
                           of whom is a lawyer specializing in business
                           litigation with at least 15 years experience with a
                           law firm of over 25 lawyers or was a judge of a court
                           of general jurisdiction. In the event the aggregate
                           damages sought by the claimant are stated to be less
                           than $5 million, and the aggregate damages sought by
                           the counterclaimant are stated to be less than $5
                           million, and neither side seeks equitable relief,
                           then a single arbitrator shall be chosen, having the
                           same qualifications and experience specified above.

                  c.       The parties agree to cooperate (1) to obtain
                           election of the arbitrator(s) within 30 days of
                           initiation of the arbitration; (2) to meet with the
                           arbitrator(s) within 30 days of selection; and (3)
                           to agree at that meeting or before upon procedures
                           for discovery and as to the conduct of the hearing
                           which will result in the hearing being concluded
                           within no more than 9 months after selection of the
                           arbitrator(s) and in the award being rendered within
                           60 days of the conclusion of the hearings, or of any
                           post-hearing briefing, which briefing will be
                           completed by both sides within 20 days after the
                           conclusion of the hearings. In the event no such
                           agreement is reached, the CPR will select
                           arbitrator(s), allowing appropriate strikes for
                           reasons of conflict or other cause and three
                           preemptory challenges for each side. The
                           arbitrator(s) shall set a date for the hearing,
                           commit to the rendering of the award within 60 days
                           of the conclusion of the evidence at the hearing, or
                           of any post-hearing briefing (which briefing will be
                           completed by both sides in no more than 20 days after
                           the conclusion of the hearings), and provide for


                                       15

<PAGE>


                           discovery according to these time limits, giving
                           recognition to the understanding of the parties
                           hereto that they contemplate reasonable discovery,
                           including document demands and depositions, but that
                           such discovery be limited so that the time limits
                           specified herein may be met without undue difficulty.
                           In no event will the arbitrator(s) allow either side
                           to obtain more than a total of 40 hours of deposition
                           testimony from all witnesses including both fact and
                           expert witnesses. In the event multiple hearing days
                           are required, they will be scheduled consecutively to
                           the greatest extent possible.

                  d.       The arbitrator(s) shall render their award following
                           the substantive law of California. The arbitrator(s)
                           shall render an opinion setting forth findings of
                           fact and conclusions of law with the reasons therefor
                           stated. A transcript of the evidence adduced at the
                           hearing shall be made and shall, upon request, be
                           made available to either party.

                  e.       To the extent possible, the arbitration hearings and
                           award will be maintained in confidence.

                  f.       The United States District Court for the District of
                           California may enter judgment upon any award. In the
                           event the panel's award exceeds $5 million in
                           monetary damages or includes or consists of equitable
                           relief, then the court shall vacate, modify or
                           correct any award where the arbitrators' findings of
                           fact are clearly erroneous, and/or where the
                           arbitrators' conclusions of law are erroneous; in
                           other words, it will undertake the same review as if
                           it were a federal appellate court reviewing a
                           district court's findings of fact and conclusions of
                           law rendered after a bench trial. An award for less
                           than $5 million in damages and not including
                           equitable relief may be vacated, modified or
                           corrected only upon the grounds specified in the
                           Federal Arbitration Act. The parties consent to the
                           jurisdiction of the above-specified Court for the
                           enforcement of these provisions, the entry of
                           judgment on any award and the vacatur, modification
                           and correction of any award as above specified. In
                           the event such Court lacks jurisdiction, then any
                           court having jurisdiction of this matter may enter
                           judgment upon any award and provide the same relief,
                           and undertake the same review, as specified herein.

                  g.       Each party has the right before or during the
                           arbitration to seek and obtain from the appropriate
                           court provisional remedies such as attachment,
                           preliminary injunction, replevin, etc. to avoid
                           irreparable harm, maintain the status quo or preserve
                           the subject matter of the arbitration.

                  h.       EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY
                           ISSUE BY JURY.


                                       16

<PAGE>


                  i.       EACH PARTY HERETO WAIVES ANY CLAIM TO PUNITIVE OR
                           EXEMPLARY DAMAGES FROM THE OTHER.

                  j.       EACH PARTY HERETO WAIVES ANY CLAIM OF CONSEQUENTIAL
                           DAMAGES FROM THE OTHER UNLESS (1) THE FORESEEABILITY
                           OF SUCH DAMAGES AT THE TIME OF THE CONTRACT AND (2)
                           THE AMOUNT OF SUCH DAMAGES ARE PROVEN BY CLEAR AND
                           CONVINCING EVIDENCE.

         J. Mediation.

                  a.       Any dispute, controversy or claim arising out of or
                           related to this Agreement, or the interpretation,
                           application, breach, termination or validity thereof,
                           including any claim of inducement by fraud or
                           otherwise, which claim would, but for this provision,
                           be submitted to arbitration shall, before submission
                           to arbitration, first be mediated through non-binding
                           mediation in accordance with the Model Procedures for
                           the Mediation of Business Disputes promulgated by the
                           CPR then in effect except where those rules conflict
                           with these provisions, in which case these provisions
                           control. The mediation shall be conducted in
                           California and shall be attended by a senior
                           executive with authority to resolve the dispute from
                           each of the operating companies that are parties.

                  b.       The mediator shall be an attorney specializing in
                           business litigation who has at least 15 years of
                           experience as a lawyer with a law firm of over 25
                           lawyers or was a judge of a court of general
                           jurisdiction and who shall be appointed from the list
                           of neutrals maintained by CPR.

                  c.       The parties shall promptly confer in an effort to
                           select a mediator by mutual agreement. In the absence
                           of such an agreement, the mediator shall be selected
                           from a list generated by CPR with each party having
                           the right to exercise challenges for cause and two
                           peremptory challenges within 72 hours of receiving
                           the CPR list.

                  d.       The mediator shall confer with the parties to design
                           procedures to conclude the mediation within no more
                           than 45 days after initiation. Under no circumstances
                           shall the commencement of arbitration under paragraph
                           I of this Section above be delayed more than 45 days
                           by the mediation process specified herein.

                  e.       Each party agrees to toll all applicable statutes of
                           limitation during the mediation process and not to
                           use the period of pendency of the mediation to
                           disadvantage the other party procedurally or
                           otherwise. No statements made by either side during
                           the mediation may be used by the other during any
                           subsequent arbitration.


                                       17

<PAGE>


                  f.       Each party has the right to pursue provisional relief
                           from any court, such as attachment, preliminary
                           injunction, replevin, etc., to avoid irreparable
                           harm, maintain the status quo, or preserve the
                           subject matter of the arbitration, even though
                           mediation has not been commenced or completed.

         K. Notices. Any required notices hereunder shall be given in writing by
         certified mail or overnight express deliver at the address of each
         party below, or to such other address as either party may indicate on
         its behalf by written notice:

                  If to Cordis Webster:         Cordis Webster, Inc.
                                                4750 Littlejohn Street
                                                Baldwin Park, CA 91706
                                                Attention: President

                  If to Angeion:                Angeion Corporation
                                                7601 Northland Drive
                                                Brooklyn Park, MN 55428
                                                Attention: President

         IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have caused this Agreement to be executed affixing their
signatures below.

                                       CORDIS WEBSTER, INC.


                                       By /s/ Thomas S. Ells
                                          -----------------------------------

                                       Title V.P. Business Development
                                             --------------------------------


                                       ANGEION CORPORATION


                                       By /s/James B. Hickey
                                          -----------------------------------

                                       Title President and CEO
                                             --------------------------------