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                                                                   Exhibit 10.9

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

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              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.
         ----------------------

         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

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                  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.

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.

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         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 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.
         ---------------

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         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.

         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.

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         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.

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.

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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.

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.

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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
         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.
         --

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         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.
                   ---------

         1)       "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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<PAGE>

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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<PAGE>

                                    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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