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                                                                   Exhibit 10.14

                       Contract Manufacturing Agreement

This Contract Manufacturing Agreement ("Agreement") is made as of February 28,
2001 (the "Effective Date") between Peak Industries, Inc., 4300 Road 18,
Longmont, CO 80504 ("Peak") and Aksys, Ltd., Two Marriott Drive, Lincolnshire,
IL 60069 ("Aksys").

                                   AGREEMENT

In consideration of the mutual covenants, promises, and conditions set forth
below, the parties, intending to be bound, agree as follows:

1)   Supply Obligations. During the Term, (a) Peak shall manufacture the
     Products in accordance with the terms and conditions set forth in this
     Agreement and the Specifications, and (b) Peak shall manufacture all of
     Aksys's requirements for Products as provided in Section 5 (a) except as
     provided below in Section 5(b).

2)   Design and Specifications.

     a)   Specifications. The "Specifications" shall mean all of the following:
          (i) the preliminary drawings and specifications for the Products will
          be mutually agreed upon and controlled in the Peak Manufacturing and
          Quality System (PMQS), and all revisions thereof delivered in writing
          by Aksys to Peak and accepted by Peak; (ii) manufacturing procedures
          and quality plans for the specific assembly in accordance with Section
          2(c); and (iii) all prototypes made by Peak and approved by Aksys for
          production.

     b)   Design Changes. Peak and Aksys will mutually review and accept changes
          in Specifications by releasing such changes in the PMQS. Peak reserves
          the right to re-quote prices in the event of Aksys changes to the
          Specifications.

     c)   Testing and Quality. Aksys and Peak will establish testing procedures
          mutually agreed upon by Peak and Aksys. Peak will evaluate and
          incorporate Aksys test procedures into its PMQS. Aksys and Peak will
          agree on Non Recurring Engineering fees to compensate appropriate
          activities. Peak agrees that Aksys's representatives may have access
          to the area of Peak's facility where Products are being manufactured
          or stored or where parts and materials are being processed or stored
          at all times during normal business hours for purposes of quality
          inspection and verification of manufacturing procedures to
          Specifications.

     d)   Quality Requirements.

          i)   Aksys shall maintain the "Design History File" and perform all
               necessary "Design Verification and Validation."

          ii)  Aksys shall be responsible for identifying any components
               requiring lot traceability. These requirements will be released
               into the PMQS as a customer specification.

          iii) Peak shall maintain an approved vendor list (AVL) which shall
               serve as a record of acceptable suppliers. Any suppliers
               selected, evaluated and approved by Aksys or their representative
               shall be noted as a customer approved supplier on the AVL. All
               suppliers selected by Peak shall be either approved or certified
               according to the PMQS.

          iv)  Peak will perform process validation where results cannot be
               verified by subsequent inspection or test. Any additional
               validation will be specified by Aksys. Aksys will provide
               specifications for and

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               will obtain any necessary regulatory approvals of printed
               materials, including labels manuals, artwork and copy.

          v)   Aksys will investigate and handle complaints from end-users. Peak
               shall cooperate with Aksys's investigations, including providing
               manufacturing-related records as they relate to the
               investigation. Aksys will reimburse Peak for all reasonable costs
               and expenses in cooperation of such investigation.

          vi)  Aksys is responsible for conducting product recalls. Peak shall
               cooperate with Aksys recall investigations, including providing
               manufacturing-related records as they relate to the recall. Peak
               and Aksys shall cooperate in jointly assessing the root cause of
               a product recall. Both parties will mutually agree as to the
               assessment of responsibility. Should Aksys be determined solely
               responsible for the recall, Aksys will reimburse Peak for all
               reasonable costs and expenses in cooperation of such recall.
               Should Peak be determined solely responsible, Aksys will not
               reimburse Peak for expenses incurred in providing replacement
               components. Aksys will bear the cost of all field service related
               activities.

          vii) Aksys is responsible for all installation and start up activities
               of the Product.

3)   Tools and Fixtures. Aksys shall be responsible for purchasing all tooling
     and fixtures that are required for production of the Products (including
     any tooling and fixtures required due to a change to the Specifications)
     and which Peak does not own as of the Effective Date. All such tooling and
     fixtures shall be held by Peak in trust for Aksys's exclusive use in
     accordance with manufacturing and testing procedures established for
     Aksys's products only. Such tooling and fixtures shall be owned by Aksys
     and identified to Peak's lenders, creditors, shareholders and other third
     parties as Aksys assets consigned to Peak. Except for normal production
     maintenance, which will be the responsibility of Peak, Aksys shall be
     exclusively responsible for the costs to repair or replace such tooling and
     fixtures. Peak and Aksys shall cooperate to obtain the best available
     pricing for all such tooling and fixtures. Peak agrees to execute and
     deliver to Aksys upon request a form UCC-1 or such other documents as Aksys
     reasonably may request to protect its interest in such assets.

4)   Forecasts.

     a)   Generally. Aksys agrees to provide Peak a six (6) month rolling
          forecast of Aksys's reasonably anticipated cumulative quantity of the
          Product for such six-month period. Aksys agrees to update the forecast
          monthly and provide it to Peak each month. Peak is authorized to
          purchase materials for the first thirteen weeks of the forecast (the
          "Rolling 13 Week Firm Forecast") after the product has officially been
          launched into the marketplace. Pre-launch purchasing quantities will
          be provided by Aksys.

     b)   Long Lead Time Items. Peak may request from Aksys written
          authorization to purchase certain long lead time items for Peak
          inventory, safety-stock and manufacturing requirements ("Special
          Inventory"). Upon termination or cancellation of this Agreement, Aksys
          shall purchase from Peak, at Peak's actual cost, any unused Special
          Inventory not to exceed the amount that has been specifically agreed
          to in writing by Aksys.

     c)   Deposit. Aksys agrees to provide a one-time cash deposit in an amount
          equal to Peak's cost for the materials required to produce the number
          of Product units specified in the initial Rolling 13 Week Firm
          Forecast. Such deposit shall be applied as a credit against each
          subsequent invoice. No deposit shall be required for any order other
          than the initial deposit described herein.

5)   Orders and Fulfillment.

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     a)   Purchase Order. Aksys shall issue written purchase order releases (PO
          releases) for its Product requirements. Peak shall accept and fulfill
          all such PO releases to the extent that the Product quantity ordered
          by Aksys for delivery in any one week period does not exceed the
          delivery forecast for such week in the Rolling 13 Week Firm Forecast
          provided by Aksys at least [thirteen (13) weeks] prior to such week;
          provided, however, that Peak shall make all reasonable efforts and
          afford first priority to production for Aksys to accept and fulfill PO
          releases that exceed such forecasts. Aksys shall provide a required
          delivery date for each PO release based on a thirty (30) day lead time
          or as otherwise mutually agreed between Aksys and Peak.

     b)   Exclusivity; Inability to Supply. During the Term and for so long as
          Peak continues to timely supply Aksys' requirements for the Products,
          Aksys shall not have the Products made by any third party; provided,
          however, that nothing in this Agreement shall be deemed to preclude
          Aksys from manufacturing the Products itself. Peak shall provide
          immediate written notice to Aksys if Peak reasonably anticipates that
          it may be unable to meet Aksys' requirements specified in the then-
          current Rolling 13 Week Firm Forecast (or thereafter), and in such
          event Aksys shall be entitled to have Products made by other third
          parties, and may thereafter allocate, in Aksys's sole discretion, its
          Product requirements among Peak and such third parties. Exclusivity is
          predicated upon Peak's maintenance of ISO 9002 certification and FDA
          registration during the term of the agreement. Loss of either of these
          certifications will result in forfeiture of exclusivity until
          certification is reestablished.

     c)   Order Cancellation. Aksys may cancel any PO release or any Rolling 13
          Week Firm Forecast, provided that in such event, Aksys shall pay Peak
          for Products and any inventory affected by the cancellation as
          follows, not to exceed to purchase price for such order: (i) 100% of
          Peak's price to Aksys for all finished Products in Peak's possession,
          (ii) 110% of the cost of all inventory in Peak's possession procured
          for Aksys confirmed purchase orders and not returnable to the vendor
          or usable for other customers, whether in raw form or work in process,
          (iii) 100% of the cost of inventory on order and not cancelable, (iv)
          any vendor cancellation charges incurred with respect to inventory
          accepted for cancellation or return by the vendor, and (v) actual
          costs to Peak of labor incurred by Peak related to work in process for
          Aksys's canceled PO releases. Upon such payment all such inventory
          and work in progress shall become the sole property of Aksys.

     d)   Order Changes. Peak will make commercially reasonable efforts to
          accommodate changes to Aksys confirmed purchase orders. Peak will move
          out purchase order dates to accommodate changes, but in no event will
          the move out exceed thirty (30) days. Purchase orders moved out
          greater than 30 days may be invoiced at full value upon completion.

     e)   Part Change Orders. Aksys agrees to purchase from Peak, at Peak's
          actual cost, any inventory purchased by Peak in reliance on Aksys's
          Rolling 13 Week Firm Forecast, which inventory is rendered obsolete
          due to a change to the Specifications. Peak shall, however, first use
          reasonable efforts to return any such inventory, and Aksys agrees to
          pay for the restocking charges and shipping if applicable.

6)   Packaging, Shipping and Delivery. Peak shall ship the Products in
     accordance with packaging and shipping instructions provided by Aksys.
     Unless otherwise specified in writing in a particular PO release, all
     Product deliveries shall be shipped F.O.B. factory to the destination
     specified by Aksys for delivery, and Peak shall insure such shipments
     against any loss or damage to the goods caused during shipment.

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7)   Payment.

     a)   Invoice. Peak will invoice at the time of shipment of Products.
          Payment is due at Peak on or within twenty (20) calendar days from the
          date that such invoice is received by Aksys.

     b)   Pricing. Peak's invoices shall reflect charges for the Products as
          specified in Exhibit B. Such charges are exclusive of taxes, shipping
          and insurance. Charges for taxes, shipping and insurance (to the
          extent applicable) shall be separately stated on Peak's invoice.

     c)   Cost Reductions. Peak agrees to seek ways to reduce the cost of
          manufacturing Products by obtaining alternate sources of materials,
          and improved assembly or test methods. Peak shall notify Aksys in
          writing not less than thirty (30) days prior to starting any such cost
          reduction efforts or implementation of any such cost reduction
          methods. Upon implementation of such methods, Peak may include in its
          invoices thereafter (for so long as such cost reduction method remains
          in effect) a line item representing one-half (1/2) of the reduction in
          actual costs that would, immediately prior to implementation of such
          cost reduction methods, have been charged to Aksys for the Products
          delivered under such invoice in accord with Section 7(b). Cost
          reductions initiated directly by Aksys, such as product re-engineering
          of materials, components or subsystems; refinement of manufacturing
          processes or procedures; identification of new vendors, volume related
          price improvements or changes in the pricing or availability of third
          party materials and services will accrue 100% to Aksys. Aksys and Peak
          will mutually agree to ownership of cost reduction activities prior to
          efforts expended in pursuit of such reductions. Such reductions will
          be reflected as a line item on Peak invoices immediately following
          implementation.

8)   Limited Product Warranties.

     a)   Basic Warranty. Peak warrants that the Products are and shall be free
          from defects in workmanship which exist or develop for a period of [90
          days] from the date of installation or 6 months from date of shipment
          thereof to Aksys or Aksys's designated distributor, whichever occurs
          first, provided that such defect developed under normal and proper use
          within the operating parameter described in the Specifications.

     b)   Specification Warranty. Peak warrants that the Products are
          manufactured to PMQS for a period of [90 days] from the date of
          installation or 6 months from date of shipment thereof to Aksys or
          Aksys's designated distributor, whichever occurs first.

     c)   Limitation of Liability. Aksys's sole and exclusive remedy in the
          event of a breach of the foregoing warranties shall be repair or, at
          Peak's sole discretion, replacement, including related shipping costs.
          Aksys will bear financial responsibility for all field service related
          warranty expenses.

9)   Intellectual Property.

     a)   As between Aksys and Peak, Aksys shall own all right, title and
          interest in and to Products and the Know-How, Improvements and Patents
          related thereto. No implied rights or licenses are granted by this
          Agreement. Aksys shall have the right to apply, in its own name and at
          its own expense, for patent, copyright or other Intellectual Property
          rights in such Know-How and Improvements and, if requested, Peak shall
          cooperate with Aksys in any reasonable manner in obtaining such
          protection. Peak agrees that all such Know-How and Improvements shall
          be owned solely by Aksys, even

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          though developed as a result of this Agreement, and regardless of
          whether conceived, created or developed by Aksys or Peak.

     b)   License. During the Term Aksys grants to Peak a non-exclusive,
          royalty-free right and license under the Patents, Know-How and
          Improvements to make the Products solely for delivery to Aksys or
          Aksys's designee.

10)  Confidentiality.

     a)   General Obligation. All information provided by one party (the
          "Disclosing Party") to the other party (the "Recipient") shall be
          governed by this Section 10.

     b)   Proprietary Information. As used in this Agreement, the term
          "Proprietary Information" shall mean all trade secrets or confidential
          or proprietary information designated as such in writing by the
          Disclosing Party, whether by letter or by the use of an appropriate
          proprietary stamp or legend, prior to or at the time any such trade
          secret or confidential or proprietary information is disclosed by the
          Disclosing Party to the Recipient. Notwithstanding the foregoing,
          information which is orally or visually disclosed to the Recipient by
          the Disclosing Party, or is disclosed in writing without an
          appropriate letter, proprietary stamp or legend, shall constitute
          Proprietary Information if the Disclosing Party, within thirty (30)
          days after such disclosure, delivers to the Recipient a written
          document or documents describing such Proprietary Information and
          referencing the place and date of such oral, visual or written
          disclosure and the names of the employees or officers of the Recipient
          to whom such disclosure was made.

     c)   Disclosure. The Recipient shall hold in confidence, and shall not
          disclose to any person outside its organization, any Proprietary
          Information for a period of five (5) years from the Effective Date,
          regardless of the termination of the Term of this Agreement. The
          Recipient shall use such Proprietary Information only for the purpose
          of developing the Product with the Disclosing Party or fulfilling its
          future contractual requirements with the Disclosing Party and shall
          not use or exploit such Proprietary Information for any other purpose
          or for its own benefit or the benefit of another without the prior
          written consent of the Disclosing Party. The Recipient shall disclose
          Proprietary Information received by it under this Agreement only to
          persons within its organization who have a need to know such
          Proprietary Information in the course of the performance of their
          duties and who are bound to protect the confidentiality of such
          Proprietary Information.

     d)   Limitation on Obligations. The obligations of the Recipient specified
          in Section 10 above shall not apply, and the Recipient shall have no
          further obligations, with respect to any Proprietary Information to
          the extent that such Proprietary Information: (i) is generally known
          to the public at the time of disclosure or becomes generally known
          through no wrongful act on the part of the Recipient; (ii) is in the
          Recipient's possession at the time of disclosure otherwise than as a
          result of Recipient's breach of any legal obligation; (iii) becomes
          known to the Recipient through disclosure by sources other than the
          Disclosing Party having the legal right to disclose such Proprietary
          Information; (iv) is independently developed by the Recipient without
          reference to or reliance upon the Proprietary Information; or (v) is
          required to be disclosed by the Recipient to comply with applicable
          laws or governmental regulations, provided that the Recipient provides
          prior written notice of such disclosure to the Disclosing Party and
          takes reasonable and lawful actions to avoid and/or minimize the
          extent of such disclosure.

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     e)   Ownership of Proprietary Information. The Recipient agrees that the
          Disclosing Party is and shall remain the exclusive owner of
          Proprietary Information and all Intellectual Property rights embodied
          therein.

     f)   Return of Documents. The Recipient shall, upon the request of the
          Disclosing Party, return to the Disclosing Party all drawings,
          documents and other tangible manifestations of Proprietary Information
          received by the Recipient pursuant to this Agreement (and all copies
          and reproductions thereof): provided that the Recipient may keep one
          archival copy of the same.

     g)   During the period beginning on the date hereof and ending on the later
          of two (2) years from such date or one (1) year after the termination
          of business relations between Peak and Aksys, Peak covenants and
          agrees that it shall not actively solicit any employee to leave the
          employment of Aksys.

11)  Indemnification.

     a)   Aksys Indemnification of Peak. Aksys shall indemnify, defend and hold
          harmless Peak from and against any Losses arising out of or relating
          to a claim brought by a third party against Peak only to the extent
          that such claim and corresponding Losses are based upon allegations
          that (i) there exists a defect in the design of any Products by Aksys
          (including a defect in any materials provided to Peak by a third party
          with respect to which materials Aksys's Specifications required to be
          purchased from such third party), (ii) would constitute a breach of
          the terms of this Agreement by Aksys, or (iii) the manufacture, sale
          or use of any Product, in accordance with the Specifications and
          operating instructions provided by Aksys, infringes a patent,
          copyright, trade secret or other proprietary right of a third party.

     b)   Indemnification Procedure. A party claiming indemnification under this
          Section 11 (an "Indemnified Party") shall provide prompt written
          notice to the other party (the "Indemnifying Party") of any and all
          notices, claims, demands, pleadings, and other facts or circumstances
          that may, in the Indemnified Party's reasonable judgment, be likely to
          result in a claim for indemnification. The Indemnified Party's failure
          to provide such prompt written notice shall reduce the indemnification
          obligation of the Indemnifying Party to the extent that such failure
          resulted in demonstrable prejudice to the Indemnifying Party. The
          Indemnified Party shall promptly tender defense of any litigation or
          other formal dispute to the Indemnifying Party, and the Indemnifying
          Party shall select counsel of its choice, reasonably acceptable to the
          Indemnified Party for such litigation or dispute. The Indemnified
          Party shall cooperate completely with the Indemnifying Party,
          including without limitation providing timely responses to all
          discovery requests and providing expert and factual witnesses as
          necessary or desirable. The Indemnifying Party shall have the sole
          authority to negotiate and settle such claims to the extent of the
          applicable indemnification obligation.

     c)   Insurance. Each party shall maintain general liability insurance in an
          amount not less than [$5,000,000] per claim. Any amounts paid under
          such insurance policies by the either party's insurer shall reduce the
          indemnification obligation of the Indemnified Party with respect to a
          particular claim.

12)  Disclaimer of Liability. Neither party shall be liable to the other party
     or to any third parties for any consequential, incidental or punitive
     damages, including, but not limited to, damage to property, for loss of
     use, loss of time, or loss of profits or income.

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13)  Limitation of Liabili1y. Peak's liability for any breach of warranty under
     Section 8 or for any manufacturing defect and Aksys sole remedy shall be
     limited to repair or at Peak's discretion replacement of Products. For any
     other claim hereunder, Peak's liability shall be limited to the proceeds
     from of any applicable insurance carried by Peak pursuant to Section 11c.

14)  Spare Parts. During the Term, and for a period five (5) years thereafter,
     Peak shall provide Aksys with all spare parts which form part of the
     Products. In the event that the production of any spare part is to be
     discontinued prior to the end of such five (5) year period, Peak shall
     notify Aksys at least one hundred and twenty (120) days before completion
     of the production of such part and Aksys may order, and Peak shall deliver,
     such quantity as Aksys shall request.

15)  Integration. This Agreement constitutes the complete and exclusive
     statement of the terms of the agreement between Peak and Aksys and
     supersedes all prior and contemporaneous agreements and undertakings of
     Peak and Aksys with respect to the subject matter hereof.

16) Term and Termination.

     a)   Initial Term and Renewal Term. Unless sooner terminated in accordance
          with Section 16(b) or 16(c): (i) the initial term of this Agreement
          shall be two (2) years; and (ii) after such initial term, the term of
          this Agreement shall automatically renew for successive one year
          periods unless either party provides written notice to the other party
          of non-renewal not less than ninety (90) days prior to the end of the
          then-current renewal term (such initial term and renewal terms
          collectively referred to herein as the "Term").

     b)   Termination For Convenience. After the first anniversary date of this
          Agreement, either Peak or Aksys may terminate the Term of this
          Agreement by giving the other party not less than one hundred and
          eighty (180) days written notice prior to the effective date of such
          termination.

     c)   Termination For Cause. The Term of this Agreement shall terminate: (i)
          automatically, if one of the parties fails to perform any material
          obligations hereunder, and such material obligations remain uncured
          sixty (60) days following the date that the other party delivers to
          the defaulting party written notice describing such performance
          failures; (unless breach is for non payment for Product in which case
          the cure is 10 days plus interest at 18%, annualized) or(ii)
          immediately upon notice by either party if the other party shall file
          for liquidation, bankruptcy, reorganization, compulsory composition,
          dissolution, or if the other party has entered into liquidation,
          bankruptcy, reorganization, compulsory composition or dissolution, or
          if the other party is generally not paying its debts as they become
          due (unless such debts are the subject of a bona fide dispute).

     d)   Effect of Termination/Survival. Upon expiration or termination of the
          Term of this Agreement, the following provisions only shall survive
          such termination or expiration.

     e)   Transition. Upon expiration or termination of the Term of this
          Agreement, and for a period of six (6) months thereafter, Peak shall
          provide reasonable cooperation and assistance (including without
          limitation knowledge transfer, materials sourcing, transfer of unused
          materials and unfinished inventory, and removal and shipping of Aksys-
          owned tooling and fixtures) to transition production of the Products
          to a third party designated by Aksys. Peak may invoice Aksys for
          actual charges incurred by Peak in such rendering such transition
          services, including Consulting Service fees billed on an hourly basis
          at Peak's standard rates.

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17)  Required Approvals. Each party shall obtain all domestic and foreign
     governmental licenses, permits and approvals required for such party's
     performance under this Agreement. Without limiting the generality of the
     foregoing: (i) Aksys shall be responsible for complying with all applicable
     foreign and U.S. federal, state and local laws, rules, regulations and
     orders and for obtaining all applicable U.S. FDA and other governmental
     agency product and design approvals and applicable foreign agency approval
     for sale of the Product; and (ii) Peak shall be responsible complying with
     all U.S. FDA and applicable state and local laws, rules, regulations and
     orders applicable to the manufacturing processes and procedures.

18)  Compliance with Laws. Each party shall comply with all domestic and foreign
     laws, rules, regulations and orders applicable to such party's performance
     under this Agreement.

19)  Assignment and Delegation. This Agreement cannot be assigned nor is the
     performance of the duties delegable by either party without the written
     consent of the other party which shall not be unreasonably withheld;
     provided, however, that this Agreement may be assigned by either party to a
     purchaser of substantially all of such party's assets relating to the
     Products, or to a successor in interest by merger or corporate
     reorganization.

20)  Governing Law. This Contract Manufacturing Agreement shall be construed to
     be between merchants and shall be governed by the laws of the State of
     Colorado.

21)  Relationship of Parties. The relationship of Aksys and Peak is that of
     buyer and seller/manufacturer, respectively, of goods. Nothing in this
     Agreement is intended to, or shall be deemed to, constitute a partnership,
     joint venture, agency, or a transfer of any intellectual property of either
     party, and neither party hereto shall be authorized to act in the name of
     the other or enter into any contract or other agreement which binds the
     other.

22)  Enforceability. If any of the provisions of this Agreement, or portions
     thereof, are found to be invalid by any court of competent jurisdiction the
     remainder of this Agreement shall nevertheless remain in full force and
     effect.

23)  Force Majeure. Neither Aksys nor Peak shall be liable for any failure to
     perform obligations under this Agreement if prevented so by a cause beyond
     their control and without the fault or negligence of the defaulting party.
     Without limiting the generality of the foregoing, such causes include acts
     of God, fires, floods, storms, epidemics, earthquakes, riots, civil
     disobedience, wars or war operations, or restraint of government.

24)  Amendment. This Agreement may not be amended except in a written amendment
     signed by each of the parties. Additional or different terms contained in
     purchase orders or order acknowledgments or similar forms shall not be
     effective unless signed by both parties with reference to this Agreement.

25)  Dispute Resolution. Consent to Arbitration and Venue. Peak and Aksys agree
     that upon the written demand of either party, whether made before or after
     the institution of any legal proceedings, but prior to the rendering of any
     judgment in that proceeding, all disputes, claims, and controversies
     between them (but excluding disputes, claims and controversies in which a
     third party is a necessary party), arising from this Agreement, including
     without limitation contract disputes and tort claims, shall be arbitrated
     in the Denver, Colorado metropolitan area, pursuant to the Commercial Rules
     of the American Arbitration Association by a panel of three arbitrators.
     All expenses of such arbitration shall be borne equally by the parties. Any
     arbitration decision shall be final and non-appealable unless the parties
     mutually agree otherwise in writing before a final decision by the panel of
     arbitrators. Any arbitration order or award may be enforceable in an

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     appropriate court as provided herein. Each party shall select one
     arbitrator and those two arbitrators shall select the third arbitrator to
     form the panel. Each party reserves the right, notwithstanding the
     foregoing, to seek equitable relief in a court of competent jurisdiction in
     any appropriate state or federal court. The prevailing party in any
     arbitration or court proceeding is entitled to be reimbursed for any and
     all reasonable attorney's fees, expert fees, and costs of suit from the
     losing party.

26)  Financial Disclosure: Peak agrees to provide Aksys with annual audited
     financial statements audited by a Certified Public Accounting Firm.
     Unaudited financial statements will be provided on a quarterly basis within
     30 days of official quarter-end close.

27)  Definitions. The following terms, when used herein with initial
     capital letters, shall have the respective meanings set forth in this
     Section 25.

     a)   "Aksys Customers" shall mean end users of the Products (including
          without limitation institutional purchasers that use the Products for
          treatment of their patients) that purchase the Products from Aksys or
          from an Aksys distributor.

     b)   "Disclosing Party" shall have the meaning stated in Section 10.

     c)   "Effective Date" shall have the meaning stated in the preamble of this
          Agreement.

     d)   "Improvements" shall mean all improvements to Aksys Patents or Know-
          How hereafter created or acquired during the term of this Agreement by
          Peak or jointly by one or more employees of Aksys and Peak, including
          without limitation advances, developments, modifications,
          enhancements, variations, revisions, adaptations, extensions or any
          element thereof, utilizing or incorporating, or based on, the Know-How
          or Patents, whether patentable or not.

     e)   "Intellectual Property" shall mean trade secrets, ideas, inventions,
          designs, developments, devices, methods or processes (whether patented
          or patentable and whether or not reduced to practice) and all patents
          and patent applications related thereto; copyrightable works and mask
          works (whether or not registered); trademarks, service marks and trade
          dress; and all registrations and applications for registration related
          thereto; and all other intellectual or industrial property rights, to
          the extent in or related to the Products.

     f)   "Know-How" shall mean the know-how, technical information and
          confidential technical data, together with all trade secrets,
          unpatented technical knowledge and inventions, confidential
          manufacturing procedures and methods, that are related to the
          Products.

     g)   "Losses" shall mean any and all damages, liabilities, costs and
          expenses (including reasonable attorneys' fees and expenses), and
          amounts paid in settlement.

     h)   "Patents" shall mean those patents and patent applications that are
          now or hereafter owned or acquired by Aksys and relate to the
          Products.

     i)   "Products" shall mean the [kidney dialysis machine] described in
          detail in the Specifications.

     j)   "Proprietary Information" shall have the meaning stated in Section 10.

     k)   "Recipient" shall have the meaning stated in Section 10.

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     l)   "Rolling 13 Week Firm Forecast" shall have the meaning stated in
          Section 4(a).

     m)   "Special Inventory" shall have the meaning stated in Section 4(b).

     n)   "Peak Manufacturing and Quality System (PMQS)" shall have the meaning
          to include the following processes and procedures and quality
          requirements.

(1)  Manufacturing Procedures: Mutually agreed upon document with procedures for
     manufacturing Product.

(2)  Quality Plans: Mutually agreed upon document outlining component quality
     plans and assembly quality plans for Product.

(3)  Document Change Request: Document approved by Peak and Aksys for changes in
     Specifications.

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IN WITNESS WHEREOF, the parties hereto have executed this Contract Manufacturing
Agreement as of the Effective Date indicated above.

Peak Industries, Inc.               Aksys, Ltd.

By:    /s/ Mark Hopkins             By:    /s/ William C. Dow

Title: President & CEO              Title: President & CEO

Date:  02/28/01                     Date:  03/05/01


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                                   Exhibit A
                     Preliminary Design and Specifications

Preliminary design specifications, bill of materials and drawings will be
provided by Aksys and incorporated hereto, when available. Some preliminary
design specifications have already been hand delivered to Peak, and will be
incorporated into this exhibit as well. Exhibit A will be updated on a regular
basis and / or as appropriate until final designs are stabilized and recognized
as being complete by both parties.

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