<PAGE>

                                                                 EXHIBIT 10.23*

                      THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT, WHICH
                      HAVE BEEN REMOVED AND REPLACED WITH AN ASTERISK,
                      HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
                      SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
Agreement No. ______  REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406
                                                                         [LOGO]

                         SUPPLIER PARTNERING AGREEMENT

This agreement ("Agreement") is effective as of June 1, 2000 by and between the
following parties:

       Pacesetter, Inc. (d/b/s St. Jude Medical CRMD), a St. Jude Medical
       Company, 15900 Valley View Court, Sylmar, California 91392-9221
       ("Buyer"); and

       Wilson Greatbatch Ltd., 10000 Wehrle Drive, Clarence, New York 14031
       ("Seller")

INTRODUCTION

The parties desire to establish a stable relationship based on a continuous
improvement process leading toward world class benchmarks in quality, cost,
inventory levels, delivery, technology, and service.

Therefore, Seller and Buyer mutually agree to the following:

1.     TERM OF AGREEMENT. This Agreement begins on June 1, 2000 and will run
       until December 31, 2003 ("Initial Term"); provided, however, that the
       term of this Agreement may be extended pursuant to Section 9 of Exhibit
       A.

2.     PURCHASE ORDERS; TERMS AND CONDITIONS OF SALE. Seller will provide Buyer
       products pursuant to purchase orders to be issued by Buyer's business
       units, including its Swedish affiliate. The general terms and conditions
       of sale for products sold by Seller to Buyer hereunder are set forth on
       Exhibit A attached to and made a part of this Agreement. The parties
       expressly agree that none of the terms and conditions of any standard
       purchase preprinted forms used by either Seller or the Buyer in
       effectuating the purchase and sale transactions contemplated by this
       Agreement (including, but not limited to, purchase orders,
       acknowledgements and acceptance forms, invoices, labels and shipping
       documents) which are inconsistent with, or in addition to, those
       contained in this Agreement shall have any force or effect.

3.     PRICING. Pricing shall be as shown in Exhibit B, Attachment 1 (component
       parts) and Attachment 2 (batteries).

4.     INVENTORY. Seller will maintain a finished inventory for each product at
       the level indicated in Exhibit B, Attachments 1 and 2. The level is a
       proportion of the estimated annual usage for the product and will be
       updated each quarter. If inventory drops below the indicated level at any
       time or is totally consumer by Buyer, Seller will promptly replenish
       inventory to the appropriate level as indicated in Exhibit B, Attachments
       1 and 2. Seller will keep


                                       1

<PAGE>

       Buyer informed of the inventory level and location of each product. At
       Buyer's discretion, any inventory may be consigned to Buyer's facility.
       Buyer will be responsible for any resulting additional costs to Seller
       (as set forth on Exhibit A).

5.     QUANTITY. Subject to Section 2.6 on Exhibit A, Buyer will purchase no
       less than the inventory commitment of each product indicated in Exhibit
       B, Attachments 1 and 2. Buyer will purchase its annual requirement of
       batteries and **** (by aggregate value) of its requirement for Component
       parts from Seller. Excluded from this obligation is Buyer's need for new
       or developing technologies that Seller is unable to supply at competitive
       prices and in time to meet Buyer's needs.

6.     QUALITY/IMPROVEMENTS. Seller will start of maintain a JIT (just in time)
       program that includes the ability to measure and report on quality
       control and improvement processes. The JIT will include at least:

              -      On time delivery,

              -      Cost reductions,

              -      Benchmarking,

              -      Lead time reduction to meet benchmarks,

              -      Statistical process controls (SPC) in critical process
                     areas, and

              -      Inventory reduction.

       6.1    Seller will start and/or maintain a continuous improvement
       strategy for product quality, cost, delivery, inventory reduction, and
       service.

       6.2    Seller will have in place goals to improve performance for:

              -      QUALITY to reduce Buyer's rejections of products to less
                     than ***** PPM by the end of the initial one-year term of
                     this Agreement. Beginning in the second year of this
                     Agreement, the goal will be less than ***** PPM. Beginning
                     in the third year of this Agreement, the goal will be less
                     than *** PPM. The benchmark performance will be no more
                     than *** PPM line fallout rejections found during Seller's
                     processing without Buyer's inspection being needed.

              -      DELIVERY to be 100% on time (up to three days early and
                     zero days later).

       6.3    Time is of the essence for purposes of this Agreement.

       6.4    Seller will start and/or maintain a quality system or plan that
       meets the requirements of ISO-9000.

       6.5    Upon request by Buyer or Seller, Seller will participate, or be
       permitted to participate, in early supplier involvement with Buyer for
       Buyer's new products of the typo specified in this Agreement. Buyer will
       provide Seller with sufficient information and cooperation in connection
       therewith to permit Seller to qualify product for sale to Buyer.

       6.6    Seller will meet with Buyer on a regular basis to review programs,
       performance measurements, and barriers to progress. Seller and Buyer will
       mutually agree on taking actions to correct problems and eliminate
       barriers.


                                       2
<PAGE>

7.     COMMUNICATION. Seller and Buyer will conduct quarterly reviews to
       facilitate the purposes of this Agreement. Also, Buyer will inform Seller
       of Buyer's planned production rates for the products to help Seller in
       its planning. Until further notice, the key people who will be
       responsible for routine communications between Seller and Buyer are:

       For Seller:   ******************************************
                     ***********************************************
                     ***************************************

       For Buyer:    *****************************
                     *********************************************

8.     BUYER'S DRAWINGS AND DESIGNS. Seller will use only drawings that have
       been mutually agreed upon to manufacture the products. Seller will never
       make or sell any products using Buyer's designs for anyone other than
       Buyer.

9.     CONFIDENTIAL INFORMATION.

       9.1    TREATMENT OF PROPRIETY INFORMATION. Each of WGL and Buyer (each a
       "receiving party") agrees to maintain all proprietary information
       disclosed by the other party to this Agreement (each a "disclosing
       party") in strict secrecy and confidence, and not to disclose such
       proprietary information to any third party, nor make any use of such
       information and technology for its own benefit or gain other than in
       carrying out its efforts under this Agreement. The receiving party agrees
       to have its employees sign agreements, or to have an appropriate
       corporate policy in effect, which requires them to keep confidential any
       proprietary information they learn in their positions at the receiving
       party; these agreements and/or policies shall require them to maintain
       confidentiality of proprietary information disclosed by the disclosing
       party. The receiving party further agrees that no proprietary information
       or materials will be supplied to any other corporation, partnership,
       laboratory, or individuals other than those approved in writing by the
       disclosing party, with the exception of disclosure to the FDA and similar
       regulatory agencies of information relative to obtaining regulatory
       approval.

       9.2    LIMITED RELEASE. The receiving party shall be released from the
       obligations of Section 9.1 to the extent that any of the disclosed
       information: (a) was already part of the public domain at the time of the
       disclosure by the disclosing party; (b) becomes part of the public domain
       through no fault of the receiving party (but only after and only to the
       extent that it is published or otherwise becomes part of the public
       domain); (c) was in the receiving party's possession prior to the
       disclosure by the disclosing party and was not acquired, directly, or
       indirectly, from the disclosing party or from a third party who was
       under a continuing obligation of confidence to the disclosing party; (d)
       is received (after the disclosure by the disclosing party) by the
       receiving party from a third party who did not require the receiving
       party to hold it in confidence and did not acquire it directly or
       indirectly from the disclosing party under a continuing obligation


                                       3
<PAGE>

       of confidence; or (e) is disclosed by the receiving party pursuant to
       judicial  compulsion, provided that the disclosing party is notified
       at the time such judicial action is initiated. In addition,
       notwithstanding Section 9.1, Seller may provide proprietary
       information of Buyer to its subcontractors and vendors without Buyer's
       prior approval provided that WGL first requires may such subcontractor
       or vendor to sign a confidentiality agreement which requires them to
       keep confidential such Buyer information and not to use it except for
       the purpose of performing their obligations to Seller.

       9.3    TERM OF OBLIGATION. The obligation of the receiving party to
       receive and hold information disclosed by the disclosing party in
       confidence, as required by this Section 9, shall terminate eight (8)
       years from the date of disclosure of the information hereunder and
       shall survive  any earlier termination of this Agreement.

       9.4    DISPOSAL UPON TERMINATION. In the event this Agreement is
       terminated, any samples, sketches, or other proprietary material
       provided by the disclosing party to the receiving party shall be
       destroyed or returned to the disclosing party, unless and to the
       extent such materials are necessary to the receiving party to provide
       continuing support.

10.    OTHER PROVISIONS.

       10.1   RELATIONSHIP OF THE PARTIES. There is no principal-agent
       relationship between the parties. Neither party will have any
       authority to contract, bind, or act on behalf of the other, and
       neither party will try to do so.

       10.2   SEPARABILITY AND WAIVER. If any part of this Agreement is not
       legally enforceable, only that part will be disregarded and the rest
       will stay in effect. If a party waives a particular term or condition,
       it will be for one time only, it will not change the Agreement, and
       the same term or condition can be enforced again later.

       10.3   ENDRE AGREEMENT; CHANGES. This Agreement contains the entire
       understanding of the parties regarding this subject and replaces all
       previous agreements. There are no written or oral agreements,
       understandings, or representations apart from this Agreement. This
       Agreement cannot be changed in any way except by a written document
       that both parties sign. No interference will be drawn from any
       difference between this Agreement and any prior negotiations, letters
       of intent, or drafts of this Agreement.

       10.4   NOTICES. Notices under this Agreement must be in writing. A party
       can send notice by U.S. certified or express mail, by express courier
       service (e.g., Federal Express), or by telephone fax to the other
       party, addressed as follows:

                 To Buyer at:

                 Dan Starks


                                      4




<PAGE>

                 President & CEO
                 St. Jude Medical Cardiac Rhythm Management Division
                 15900 Valley View Court
                 Sylmar, California 91392-9221

                 To Seller at:

                 Edward F. Voboril
                 President & CEO
                 Wilson Greatbatch Ltd.
                 10000 Wehrle Drive
                 Clarence, NY 14031


              or to whatever other address a receiving party may specify from
              time to time. The parties will consider that notice is given at
              the end of two business days after it is faxed, and/or five
              business days from the date it is deposited postage prepaid in
              the mail or given to an express courier service. A written
              receipt will be proof of delivery if it is signed by an
              authorized representative of the receiving party at the address
              above.

       10.5   EFFECT OF TERMINATION. Expiration or termination of this
              Agreement shall not affect or cause the release of monetary
              obligation which shall have accrued prior to such termination,
              and the parties obligations under Sections 9 and 10 and
              Sections 3 and 6 of Exhibit A shall continue in effect until
              fully satisfied.

       10.6   PUBLIC ANNOUNCEMENTS. Notwithstanding anything to the contrary
       contained in this Agreement, neither party may initiate or make any
       public announcement or other disclosure concerning the terms and
       conditions or the subject matter of this Agreement to any third party
       without the prior written approval of the other party except as may be
       required by law. In those circumstances where either party believes
       that any such disclosure is required by law, it shall (a) notify the
       other party on a timely basis in advance and (b) use its best efforts
       to seek confidential treatment of the material provisions of this
       Agreement to the greatest extent permitted by law.

       10.7   LAW. California law will govern this Agreement and its
       interpretation, as well as the rights and duties of the parties.




IN WITNESS OF THIS AGREEMENT, the parties have signed below by their
authorized officers:


                                      5



<PAGE>


<TABLE>

<S>                                <C>
PACESETTER, INC.                   WILSON GREATBATCH, LTD.

By: /s/ James Reynolds             By: /s/ Edward F. Voboril
   -----------------------------      -------------------------------
     James Reynolds                     Edward F. Voboril

Title: Vice President, Materials   Title: President and CEO
      --------------------------         ----------------------------

Date: 5-24-2000                    Date: 5-24-2000
      --------------------------        -----------------------------

</TABLE>









                                      6





<PAGE>

                                  EXHIBIT A
                                     TO
                         SUPPLIER PARTNERING AGREEMENT

This Exhibit A sets forth the general terms and conditions of sale for all
products sold by Seller to Buyer pursuant to the Agreement to which it is
attached.

1.     DEFINITIONS. For purposes hereof, the following terms shall have the
       defined meanings set forth below:

       1.1    "AGREEMENT" means the Supplier Partnering Agreement to which
       this "Exhibit A" is attached.

       1.2    "BATTERIES" means all batteries and other power sources sold by
       Seller under this Agreement.

       1.3    "COMPONENTS" means all other products sold by Seller to Buyer
       under this Agreement.

       1.4    "CONSIGNMENT PRODUCTS" means all Batteries and Components
       consigned by Seller under this Agreement.

2.     ORDER, DELIVERY, PAYMENT, INSPECTION.

       2.1    ORDERS. All products shall be ordered by Buyer using Buyer's


       standard purchase order form which shall set forth, at a minimum, the
       quantity of products ordered, the address of the facility of Buyer (or
       its affiliate) to which product should be shipped and requested
       delivery dates.

       2.2    PAYMENT TERMS. Payment terms are as follows: (a) for
       Consignment Products purchased by Buyer, by the thirtieth (30th) day
       after the day on which Consignment Products shall have been withdrawn
       by Buyer or (b) for all other Batteries and Components purchased by
       Buyer, net 30 days from the date of the invoice, F.O.B. Clarence, NY
       or point of shipment, whichever is applicable. Payment terms for
       tooling and engineering charges are net 30 days from the date of the
       invoice.

       2.3    DELIVERY. Except for any Consignment Products, Seller shall
       deliver Products to Buyer's facility at Valley View Court in Sylmar,
       California, and/or to such other location(s) as Buyer may designate.
       Unless Buyer gives Seller written instructions as to the method of
       shipment and carrier, Seller shall select the methods of shipment and
       the carrier for the respective purchase order. Seller shall prepay
       transportation and similar charges upon shipment. Except for
       Consignment Products, title to all Products conforming to Buyer's
       purchase order shall pass, free and clear of all encumbrances, at the
       FOB shipping point, which shall be Seller's facility. Buyer

                                       7

<PAGE>

       assumes and agrees to bear all risk of damage or loss to the goods
       after delivery by Seller to the carrier at the FOB shipping point.
       Buyer hereby releases Seller from any and all claims and liability
       with respect to any such in-transit damages or losses to the goods.
       Buyer shall be responsible for securing insurance coverage to cover
       shipments and deliveries hereunder.

       2.4    INSPECTION. Seller shall perform testing to ensure that
       Products delivered by Buyer meet all applicable specifications. Buyer
       inspection of incoming Products will rely upon Seller testing and may
       consist of an examination of Seller's testing documentation as well as
       independent testing by Buyer. Notwithstanding the foregoing, Buyer
       shall attempt to inspect all products (including the Consignment
       Products) within thirty (30) days, but not to exceed sixty (60) days,
       and notify Seller if any of the products fail to meet Buyer's
       specifications and quality standards for such products.

       2.5    ACCEPTANCE. Buyer may reject any shipments or deliveries of
       products which are short, nonconforming, defective or deficient and
       may request correction and/or replacement. Rejected shipments or
       deliveries of products shall at the request of Seller be set aside for
       Seller inspection, or at the request of Seller shipped freight prepaid
       to Seller. All products returned to Seller shall be accompanied by a
       copy of their original shipping documents and the name and phone
       number of the person at Buyer to be contacted regarding such return.
       Promptly upon receipt of notice of such shortage, non-conformance,
       defect or deficiency, Seller shall immediately notify Buyer:

              (a)    as to how Seller will replace the defective or deficient
              products upon return to Seller, ship replacement products, or
              otherwise promptly correct such shortage, non-conformance, or
              deficiency; and/or

              (b)    whether such shipment of products shall be set aside and
              held by Buyer or returned to Seller and the address to which
              such affected products should be returned, or whether such
              products should otherwise be disposed of.

       If Buyer elects to cancel or rescind such purchase, Seller shall
       promptly refund and reimburse Buyer the price paid by Buyer for such
       purchase, including freight and shipping costs incurred by Buyer in
       such purchase, prior to the return of the same to Seller. If Buyer
       elects to have the product replaced, Seller shall bear or shall
       reimburse Buyer for all costs and expenses incurred by Buyer to
       repackage, ship and return affected products to Seller and shall issue
       a credit memo for the amount of the purchase price of the returned
       products.

       2.6    FORCE MAJEURE. In the event of fire, explosion, strikes, war,
       act of any governmental agency, material or labor shortage,
       transportation contingency, act of God or any other causes beyond the
       control of Seller ("Force Majeure"), Seller shall not be liable for
       any delay in shipment or non-delivery of Batteries or Components
       covered by this Agreement arising from Force Majeure, and Buyer shall
       be bound to accept the delayed shipment or delivery made within a
       reasonable time. In the event of Force Majeure, Buyer shall be excused
       for the failure to take and pay for Batteries or Components ordered
       under this

                                       8

<PAGE>

       Agreement, until such Force Majeure condition is removed. In the event
       such conditions cannot be corrected by the party affected within six
       (6) months of the occurrence of a Force Majeure event, then the other
       party shall have the option to terminate this Agreement upon one (1)
       month prior notice.

3.     WARRANTY. LIMITATION OF LIABILITY.

       3.1    Battery Warranty. Seller warrants that the Batteries delivered
       to Buyer will be free from defects in materials and workmanship at the
       time of sale. Seller's sole obligation under this warranty is the
       replacement of any Battery which is defective without charge. SELLER
       MAKES NO OTHER WARRANTY WITH RESPECT TO THE BATTERIES, WRITTEN OR
       ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
       MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER EXPRESSLY
       ASSUMES ALL LIABILITY ARISING FROM OR IN CONNECTION WITH THE USE OF
       THE BATTERIES PURCHASED HEREUNDER, WHETHER BASED ON CONTRACT,
       WARRANTY, TORT OR OTHERWISE AND AGREES TO HOLD SELLER HARMLESS FROM
       SUCH CLAIMS.

       3.2    COMPONENT WARRANTY.

              (a)    Seller warrants that each of the Components delivered to
       Buyer will meet all applicable specifications and will be free from
       defects in materials and workmanship at the time of sale. Seller's
       sole obligation under this Warranty is the repair or replacement, at
       its election, of any Component which is found, upon Seller's
       inspection not to meet such warranty. Such product will be repaired or
       replaced without charge provided that, (1) prior written approval is
       required before returning any product, and (2) any product return sent
       to Seller without prior written approval will be returned to the
       sender, freight collect.

              (b)    This Warranty does not apply to depletion, wear and/or any
       failure occurring as a result of any of the following: normal use,
       abuse, misuse, any alteration or modification made to any Component
       without the express written consent of Seller, attempted disassembly,
       neglect, improper installation, of any other use inconsistent with any
       applicable law, rule, regulation or governmental directive, or any use
       inconsistent with the specifications or warning or recommended
       operating practices specific to the Component.

              (c)    THE WARRANTY SET FORTH IN THIS SECTION 3.2 IS IN LIEU OF
       ALL OTHER WARRANTIES (EXCEPT OF TITLE), EXPRESSED, IMPLIED OR
       STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR
       A PARTICULAR PURPOSE.

       3.3    LIMITATION OF LIABILITY. THE REMEDIES OF BUYER IN THE WARRANTY
       SET FORTH IN SECTION 3.1 WITH RESPECT TO BATTERIES AND IN THE WARRANTY
       SET FORTH IN SECTION 3.2 WITH RESPECT TO COMPONENTS ARE EXCLUSIVE, AND
       THE TOTAL LIABILITY OF SELLER WITH RESPECT TO ANY BATTERY OR ANY
       COMPONENT SOLD TO BUYER UNDER THIS

                                      9

<PAGE>


       AGREEMENT, OR FROM DELIVERY, INSTALLATION OR REPAIR COVERED BY OR
       FURNISHED UNDER ANY SALE TO BUYER, WHETHER BASED ON CONTRACT,
       WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, OR OTHERWISE, SHALL
       NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT UPON WHICH SUCH LIABILITY
       IS PLACED. SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR TO ANY
       SUCCESSOR IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE THEREOF RELATING
       TO THE SALE OF ANY BATTERY OR ANY COMPONENT FOR ANY CONSEQUENTIAL,
       INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF SUCH
       SALE OR ANY DEFECTS IN, OR FAILURE OF, OR MALFUNCTION OF THE PRODUCT
       UNDER SUCH SALE, INCLUDING BUT NOT LIMITED TO, DAMAGES BASED UPON LOSS
       OF USE, LOST PROFITS OR REVENUE, INTEREST, LOST GOODWILL, INCREASED
       EXPENSES AND/OR CLAIMS OF CUSTOMERS OF BUYER, WHETHER OR NOT SUCH LOSS
       OR DAMAGE IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY,
       STRICT LIABILITY OR OTHERWISE.

4.     COMPLIANCE WITH LAW.

       4.1    VIOLATION OF LAW. Buyer and Seller shall each strictly observe
       and comply with all federal and local laws and regulations which may
       govern the manufacture, sale, handling and disposal of any products
       herein specified. Violation of any such law or regulation may be
       viewed as a breach of the Agreement, and may be cause for termination
       or suspension of sales thereunder. Nothing herein shall be construed
       to allow either party the right to cancel this Agreement for any
       inadvertent error or minor violation of any law or regulation by the
       other party.

       4.2    GOOD MANUFACTURING PRACTICES. Products shall be manufactured
       and tested by Seller in accordance with all applicable U.S. laws and
       United States Food and Drug Administration (FDA) regulations,
       including but not limited to the FDA's current Good Manufacturing
       Practice regulations in effect at the time of such manufacture or
       testing. Seller shall notify Buyer of any FDA inspection of its
       production facilities used to manufacture any products and shall
       furnish Buyer with copies of any Form 483 report and Establishment.
       Inspection Reports to the extent that they apply to any product.

       4.3    FDA COMPLIANCE. During the term of this Agreement Buyer shall
       have responsibility for obtaining at its expense, in its name and at
       its discretion any necessary device regulatory approvals from the U.S.
       Food and Drug Administration (i.e. PMA's or 501 (k)'s as the case may
       be), and applicable regulatory agencies of such other countries in
       which product incorporating the Batteries or Components will be sold.
       Seller shall supply Buyer will all documents, instruments,
       information, reports and advice and general assistance as is necessary
       to complete, and as is reasonable requested by Buyer in connection
       with such regulatory approval efforts.

       4.4    SELLER COMPLIANCE. Upon not less than three (3) business days'
       notice,  Seller will provide such Buyer personnel as Buyer reasonably
       deems appropriate with reasonable

                                      10


<PAGE>

       access from time to time to Seller's facilities and records for the
       purpose of confirming Seller's compliance with requirement as noted in
       this Section 4, and for the further purpose of confirming, if
       reasonably deemed necessary by Buyer, Seller's compliance with
       applicable specification for Batteries and Components.

5.     CONSIGNMENT. If Buyer requests Seller to consign any products to
       Buyer, the following terms and conditions shall apply:

       (a)    Consignment Products shall be delivered to Buyer locations at
       which Buyer will use the products, based upon information supplied by
       Buyer to Seller. However, Seller shall have the option not to make any
       such shipment unless Buyer shall have paid all sums owing with respect
       to all previous quantities of products purchased by Buyer.

       (b)    Seller shall use Federal Express or UPS or other recognized
       courier services to ship Consignment Products, as directed by Buyer,
       and shall charge Buyer's account with such courier service.
       Consignment Products shall be received by Buyer and stored by Buyer as
       Seller's property. All charges and expenses for receiving, handling,
       and storing such material shall be paid by Buyer. The Consignment
       Products in all cases shall be carefully segregated from other goods
       either of the same or different character belonging either to Buyer or
       to any third person, shall be marked as Seller's property, and shall
       be stored in an area in Buyer's facilities separate from and not
       mingled with other goods of Buyer or of any third person.

       (c)    Buyer shall inspect all Products (including the Consignment
       Products) and notify Seller within one month if any of the Products
       fail to meet Buyer's specifications and quality standards for such
       Products.

       (d)    Buyer shall comply with all laws which might in any way affect
       Seller's ownership of the Consignment Products from time to time
       stored in Buyer's facility(s) and shall indemnify and hold harmless
       Seller from and against all loss, damage, and expense arising out of
       any levy, attachment, lien or process involving the Consignment
       Products. Buyer shall be responsible for, and shall indemnify Seller
       against, any loss or shrinkage in the quantity of the Consignment
       Products while so stored, whether such loss or shrinkage is caused by
       theft or pilferage or by fire, flood, tornado or other similar
       catastrophe. Buyer shall purchase and maintain insurance covering all
       such losses and naming Seller as additional insured.

       (e)    Buyer shall keep at all times a complete list or inventory of
       the Consignment Products so stored, copies of which list shall be
       furnished to Seller upon request. Upon not less than three (3)
       business days prior notice, Seller's representatives shall have
       reasonable access to the Consignment Products at Buyer's facilities
       for the purpose of verifying such lists or inspecting the condition of
       Consignment Products.

       (f)    All public charges, whether in the nature of sales,
       occupational or other taxes or assessment or license fee, which shall
       be levied or assessed against the Consignment Products

                                      11

<PAGE>

       at Buyer's facilities, or against Buyer or Seller by reason hereof, by
       any federal, state or municipal authority, shall be paid by Buyer.

       (g)    All Consignment Products shall remain the property of Seller
       and shall be held by Buyer as such until withdrawn from the consigned
       stock and purchased by Buyer pursuant to this Agreement. Buyer will
       withdraw products from the inventory of Consignment Products on a
       first-in-first-out basis for each product model.

       (h)    From time to time, as Buyer shall purchase Consignment Products
       from Seller, it may withdraw the Consignment Products so purchased
       from Seller's consigned stock of the products at Buyer's facility(s).
       Upon each such withdrawal for purchase by Buyer pursuant to this
       Agreement, title to the Consignment Products so withdrawn shall pass
       to Buyer.

6.     OBLIGATIONS UPON TERMINATION.

       (a)    Upon expiration of this Agreement for any reason whatsoever or
       if Buyer changes the model mix of, or discontinues, any Batteries or
       Components which it requires, Buyer shall purchase, or be deemed to
       have purchased from Seller, all of the remaining Consignment Products
       located at a Company facility, which met Buyer's specifications and
       quality standards at the time of receipt, as of the date of expiration
       or termination, at the prices in effect at such time. Payment shall be
       made in accordance with Section 2.2.

       (b)    Upon expiration or termination of this Agreement for any reason
       whatsoever or if Buyer changes the model mix of, or discontinues, any
       Batteries or Components which it requires, Buyer agrees to purchase,
       within six (6) months, all Batteries and Components that Seller then
       holds either (i) as finished inventory or (ii) work-in-progress
       ("WIP") up to the maximum amount of inventory that Seller is required
       to maintain under Section 4 of the Agreement (provided, however that,
       for any WIP, Buyer shall only be required to reimburse Seller for the
       cost of any such material that Seller cannot reasonably use for other
       products).

7.     NEW TECHNOLOGY.

       7.1    During the Initial Term of this Agreement and any extension
       thereof, Seller agrees, subject to Section 7.2 and 7.3 below, to
       offer, develop and manufacture for, and to sell to, Buyer new
       Batteries and Components for Buyer's products incorporating any
       technology or intellectual property (collectively, "Technology") for
       such Batteries and Components which Seller now possesses or may
       hereafter develop or acquire, provided that Seller is not otherwise
       restricted by law or contract (due to intellectual property rights
       owned by third parties or designs the development of which were paid
       for in whole or in part by a customer) from selling products
       incorporating such Technology to Buyer ("New Products"). All New
       Products shall be subject to and covered by this Agreement (subject to
       Sections 7.2 and 7.3).

       7.2    With respect to any new Battery for a defibrillator product of
       Buyer (each, a "New Defibrillator Battery"), the parties agree that
       the pricing for any such New Defibrillator Battery shall be set by
       Seller as follows:

                                      12

<PAGE>


              7.2.1  for non-SVO technology, Seller's pricing to Buyer for such
       a New Defibrillator Battery will not exceed ****, which price will be
       reduced by **** ******* ************ in which Seller shall have
       delivered such a New Defibrillator Battery.

              7.2.2  for SVO technology, Seller's pricing to Buyer for such a
       New Defibrillator Battery will not exceed ****, which price will be
       reduced by ********* *********** in which Seller shall have delivered
       such a New Defibrillator Battery.

       7.3    For any new Product developed under this Section 7 for Buyer
       other than a New Defibrillator Battery, the parties agree to negotiate
       pricing for such New Product in good faith.

8.     CONTINUITY OF SUPPLY. Seller acknowledges that Buyer has certain
       concerns regarding the continuity of its supply source for Batteries
       and Components in the event that a change of control occurs with
       respect to Seller. In that regard, Seller agrees as follows:

       8.1    This agreement is binding on Seller's successor and assigns.

       8.2    In the event that Seller sells all or substantially all of its
       assets to any third party, Seller shall require any such purchaser to
       assume and agree to perform all of Seller's obligations under and for
       the term of this Agreement.

       8.3    In addition, Seller agrees that, in connection with any sale of
       a controlling interest of Seller to any direct competitor of Buyer
       ("Acquiror"). Seller will notify any such potential Acquiror of its
       obligations under this Agreement.

       8.4    "Controlling interest" means:

              8.4.1  The acquisition by a competitor of Buyer of twenty-five
              percent (25%) or more of any class of securities of Seller;

              8.4.2  The acquisition by a competitor of Buyer of a right
              (whether by means of warrants, options, or otherwise) to acquire
              twenty-five percent (25%) or more of any class of securities of
              Seller;

              8.4.3  The granting of a right to representation of the Seller's
              board of directors to a competitor of Buyer (or a director,
              officer, employee, or agent of a competitor of Buyer) or the
              election to Seller's board of directors by a competitor of
              Buyer (or director, officer, employee or agent of a competitor
              of Buyer); or

              8.4.4  The establishment by the Seller of a joint venture in
              which a competitor of Buyer owns ten percent (10%) or more of
              any class of securities or has a right to ten percent (10%) or
              more of the profits of the venture.

                                      13




<PAGE>

       9.     OPTION TO EXTEND THE AGREEMENT. Buyer shall have the option to
       extend the terms of this Agreement beyond the Initial Term for a
       period of two (2) years ("Option Extension Period") by delivering
       written notice to Seller not less than sixty (60) days prior to the
       extension date. The Option Extension Period, however, is subject to
       all of the following conditions:

       9.1    *****************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************

       9.2    *****************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************

       9.3    *****************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************

       9.4    *****************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************
       ************************************************************************

       9.5    Seller and Buyer will cooperate and negotiate in good faith in
       connection  with allocating the aggregate price increases permitted by
       Buyer under Section 9.1(b) among individual Batteries and Components to
       be purchased by Buyer during the Option Extension Period.




                                      14




<PAGE>


                                      EXHIBIT B

                            PRICING AND INVENTORY LEVEL


The firm, fixed prices for Components are set forth on Attachment 1 to this
Exhibit B and for Batteries are set forth on Attachment 2.






*******************************************************************************
*******************************************************************************
*******************************************************************************









                                      15



<PAGE>

                            EXHIBIT B - ATTACHMENT 1
                     WILSON GREATBATCH & GREATBATCH HITTMAN
                                COMPONENT PARTS
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                      UNIT PRICE
                                                      6/1/00 THRU   % INVENTORY
    P/N            DESCRIPTION           12 MO EAU      12/30/01    REQUIREMENT
--------------------------------------------------------------------------------
<S>           <C>                        <C>          <C>           <C>
6041534-099   ***********                 *******     $   *******        25%
--------------------------------------------------------------------------------
5015435-001   *****************           *******     $   *******        25%
--------------------------------------------------------------------------------
6041701-001   *******************         *******     $   *******        25%
--------------------------------------------------------------------------------
6041702-001   ****************            *******     $   *******        25%
--------------------------------------------------------------------------------
6041700-002   ******************          *******     $   *******        25%
--------------------------------------------------------------------------------
6041641-003   ********************        *******     $   *******        25%
--------------------------------------------------------------------------------
6041641-004   ***********************     *******     $   *******        25%
--------------------------------------------------------------------------------
7001630-001   *********************       *******     $   *******        25%
--------------------------------------------------------------------------------
7001441-012   ******************          *******     $   *******        25%
--------------------------------------------------------------------------------
6041696-002   ********                    *******     $   *******        25%
--------------------------------------------------------------------------------
6041504-099   **********                  *******     $   *******        25%
--------------------------------------------------------------------------------
6041697-001   *****                       *******     $   *******        25%
--------------------------------------------------------------------------------
6041556-001   **************              *******     $   *******        25%
--------------------------------------------------------------------------------
6041266-002   ************                *******     $   *******        25%
--------------------------------------------------------------------------------
3000909       *******************         *******     $   *******        25%
--------------------------------------------------------------------------------
3000881       *********************       *******     $   *******        25%
--------------------------------------------------------------------------------
3000885       ********                    *******     $   *******        25%
--------------------------------------------------------------------------------
3000899       ****************            *******     $   *******        25%
--------------------------------------------------------------------------------
3000622       **************              *******     $   *******        25%
--------------------------------------------------------------------------------
3000884       ************                *******     $   *******        25%
--------------------------------------------------------------------------------
3000621       **************              *******     $   *******        25%
--------------------------------------------------------------------------------
8001512       *****************           *******     $   *******        25%
--------------------------------------------------------------------------------
3001242       *********                   *******     $   *******        25%
--------------------------------------------------------------------------------
3001193       **********                  *******     $   *******        25%
--------------------------------------------------------------------------------
8000831       ************                *******     $   *******        25%
--------------------------------------------------------------------------------
8008873       ****************            *******     $   *******        25%
--------------------------------------------------------------------------------
8008556       *********************       *******     $   *******        25%
--------------------------------------------------------------------------------
</TABLE>

                                      1

<PAGE>

                               EXHIBIT B - ATTACHMENT 2
                       WILSON GREATBATCH & GREATBATCH HITTMAN
                                     BATTERIES
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
PART NUMBER        DESCRIPTION             12 MO EAU        UNIT PRICE 6/1/00 THRU          % INVENTORY
                                                                 12/30/01                   REQUIREMENT
--------------------------------------------------------------------------------------------------------------------
                                          PACER BATTERIES
--------------------------------------------------------------------------------------------------------------------
<C>               <S>                     <C>              <C>                           <C>
1120009-001         ********                 ******           $           ******                  0
--------------------------------------------------------------------------------------------------------------------
1120036-001         ********                 ******           $           ******                  0
--------------------------------------------------------------------------------------------------------------------
1120043-001         ********                 ******           $           ******                  0
--------------------------------------------------------------------------------------------------------------------
1120065-001         ********                 ******           $           ******                  0
--------------------------------------------------------------------------------------------------------------------
1120052-001         ********                 ******           $           ******                  25
--------------------------------------------------------------------------------------------------------------------
1120052-001         ****************         ******           $           ******                  25
--------------------------------------------------------------------------------------------------------------------
TBD                 ****************         ******           $           ******                  0
--------------------------------------------------------------------------------------------------------------------
1120055-001         **************           ******           $           ******              10% (4 WKS. CONSIGNMENT
                                                                                                  STOCK AT VEDDESTA)
---------------------------------------------------------------------------------------------------------------------
1120056-001         **************           ******           $           ******              10% (4 WKS. CONSIGNMENT
                                                                                                STOCK AT VEDDESTA)
---------------------------------------------------------------------------------------------------------------------
                                         ICD BATTERIES
---------------------------------------------------------------------------------------------------------------------
3001015             **************            ******          $            ******                 25
---------------------------------------------------------------------------------------------------------------------
8001556             **************            ******          $            ******                  0
---------------------------------------------------------------------------------------------------------------------
8006260             **************            ******          $            ******                 25
---------------------------------------------------------------------------------------------------------------------
1120503-001         **************            ******          $            ******                  0
---------------------------------------------------------------------------------------------------------------------
TBD                 ************              ******          $            ******                  0
----------------------------------------------------------------------------------------------------------------------
10003678            *********                 ******          $            ******                  0
----------------------------------------------------------------------------------------------------------------------
                                         CFX BATTERIES
----------------------------------------------------------------------------------------------------------------------
TBD                 **********                                 $            ******                 0
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                           1


<PAGE>

                            EXHIBIT B - ATTACHMENT 1
                     WILSON GREATBATCH & GREATBATCH HITTMAN
                                COMPONENT PARTS
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                      UNIT PRICE
                                                      6/1/00 THRU    % INVENTORY
    P/N            DESCRIPTION           12 MO EAU     12/30/01      REQUIREMENT
--------------------------------------------------------------------------------
<S>           <C>                        <C>          <C>            <C>
8008555       ********************        *******     $   *******        25%
--------------------------------------------------------------------------------
8008554       **********************      *******     $   *******        25%
--------------------------------------------------------------------------------
3001236       *********                   *******     $   *******        25%
--------------------------------------------------------------------------------
7001630-003   *******************         *******     $   *******        25%
--------------------------------------------------------------------------------
1080357-002   **********                  *******     $   *******         0%
--------------------------------------------------------------------------------
8001713       *********                   *******     $   *******         0%
--------------------------------------------------------------------------------
1080376-001   ******************          *******     $   *******         0%
--------------------------------------------------------------------------------
1080438-001   **********************      *******     $   *******         8%
--------------------------------------------------------------------------------
TBD           ********************        *******     $   *******        25%
--------------------------------------------------------------------------------
63-27-659     *****************           *******     $   *******        10%
--------------------------------------------------------------------------------
63-27-634     *******************         *******     $   *******        10%
--------------------------------------------------------------------------------
6041783-097   ****************            *******     $   *******        25%
--------------------------------------------------------------------------------
6041706-002   **************              *******     $   *******        25%
--------------------------------------------------------------------------------
64-16-759     **********                  *******     $   *******         0
--------------------------------------------------------------------------------
62-02-506     ************                *******     $   *******         0
--------------------------------------------------------------------------------
60-83-997     *********************       *******     $   *******        10%
--------------------------------------------------------------------------------
64-16-825     *********************       *******     $   *******        10%
--------------------------------------------------------------------------------
61-12-523     ************                *******     $   *******        10%
--------------------------------------------------------------------------------
</TABLE>

Note:  Revision level determined by individual Purchase Orders

       The "Inventory Requirement" can be processed to completion and shipped
       within 5 calendar days.

       Seller inventories will be replenished within a period of 40 calendar
       days.

       Seller's obligation to maintain inventory is limited to the level
       reflected in "Inventory Requirement" column.

                                          -------------------------------------


                                      2

<PAGE>



Note: Revision level determined by individual Purchase Orders
      The "Inventory Requirement" can be processed to completion and shipped
      with 5 calendar days.
      Seller inventories will be replenished within a period of 40 calendar
      days.
      Seller's obligation to maintain inventory is limited to the level
      reflected in the "Inventory Requirement" column.
      'CFX pricing - Stainless steel case:

                        Quantity                   Unit Price

                        *********                    ********
                        *********                    ********
                        *********                    ********
                        *********                    ********
                        *********                    ********

      If annual requirements for a particular "Pacer Batter" falls below ****
      units the firm fixed price for that battery will become ********
      ****** Battery is a reduced size version of the ******
      Battery.



                                                ______________________










                                      2