<PAGE>   1
                                                                 Exhibit 10.14

                        MULTIMEDIA DEVELOPMENT AGREEMENT

This Agreement dated as of March 19, 1997 ("Effective Date") is between
Engineering Animation, Inc. ("EAI") with an address for purposes of this
Agreement at 2321 North Loop Drive, Ames, IA 50010, and EndoVascular
Technologies, Inc. ("EVT") with an address for purposes of this Agreement at
1360 O'Brien Drive, Menlo Park, CA 94029. Under this Agreement, EAI develops and
delivers to EVT multimedia deliverables, the final deliverable known as EGS
Decision Support Software. The terms of the Agreement apply to each multimedia
deliverable.

By signing below, the parties agree to the terms of this Agreement. The complete
Agreement between the parties regarding this transaction consists of this
Multimedia Development Agreement and the following Attachments:

               1.   Maintenance and Support Attachment
               2.   Software Requirement Specification Attachment
               3.   Deliverables Attachment
               4.   Software Development Quality Assurance Plan Attachment
               5.   Software Validation Procedure Attachment

This Agreement replaces all prior oral or written communications between the
parties relating to the subject matter. Once signed, any reproduction of this
Agreement made by reliable means (for example, photocopy or facsimile) is
considered an original, unless prohibited by local law.

ACCEPTED AND AGREED TO:                     ACCEPTED AND AGREED TO:
ENDOVASCULAR TECHNOLOGIES, INC. (EVT)       ENGINEERING ANIMATION, INC. (EAI)

By:     WILLIAM J. FITZSIMMONS              By:    ADRIAN SANNIER
Name:   WILLIAM J. FITZSIMMONS              Name:  ADRIAN SANNIER
Title:  PRESIDENT AND CEO                   Title: VICE PRESIDENT - INTERACTIVE
Date:   3/19/97                             Date:  3/20/97








                                  PAGE 1 OF 12                  EAI CONFIDENTIAL

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1.0      DEFINITIONS. Capitalized terms of the Agreement have the following
         meanings.

1.1.     BACKGROUND MATERIALS are items created prior to the signing of the
         Letter of Agreement on December 13, 1996 and: (i) in which the
         copyrights are owned by a third party; or (ii) that EAI prepared or had
         prepared outside the scope of this Agreement, including but not limited
         to, DICOM Data Interface Modules and the Standard Visualization
         Modules. Background Materials are contained within a Deliverable.

1.2      CODE is computer programming code including both Executable Image and
         Source Code.

         a.       EXECUTABLE IMAGE is Code substantially in binary form, that is
                  directly executable by a computer.

         b.       SOURCE CODE is Code in a form which, when printed out or
                  displayed, is readable and understandable by a programmer of
                  ordinary skills. It includes related source code level system
                  documentation, comments and procedural code. Source Code does
                  not include Object Code.

1.3      DELIVERABLE is any item that EAI provides according to the Deliverables
         Attachment to this Agreement.

1.4      DERIVATIVE WORK is a work that is based on an underlying work and that
         would be a copyright infringement if prepared without the authorization
         of the copyright owners of the underlying work. Derivative Works are
         subject to the ownership rights and licenses of a party or of others in
         the underlying work.

1.5      DISTRIBUTORS are those authorized or licensed by EVT, EVT Subsidiaries
         or EVT Distributors to license or distribute Products.

1.6      ERROR CORRECTIONS are revisions that correct errors and deficiencies
         (collectively referred to as "errors" in the EVT Materials and
         Background Materials).

1.7      EXTERNALS are programming interfaces, languages, or protocols
         implemented in Code to enable interaction with other computer programs
         or the end user. Externals do not include the Code that implements
         them.

1.8      EVT MATERIALS are any, all and some of the following (including, all
         intellectual property and associated rights throughout the world
         related to the items described below):

         a.       all materials composing the Product;

         b.       all materials conforming to the description in the Software
                  Requirement Specification Attachment;

         c.       all Deliverables and any related documentation;

         d.       all Externals;

         e.       all Error Corrections; and

         f.       any text scripts, pictorial, graphics, and audiovisual works
                  (such as icons, screens, sounds, animation, and visual
                  representations and related materials),

        developed by EAI under this Agreement or after the signing of the Letter
        of Agreement on December 13, 1996, except all Background Materials.

1.9      INVENTION is an idea, know-how, technique, invention, discovery or
         improvement whether or not patentable which is conceived or reduced to
         practice by EAI or EVT (or both of them) or their respective personnel,
         contractors, or consultants in performance of work required under this
         Agreement.





                                   PAGE 2 OF 12                 EAI CONFIDENTIAL


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1.10     MORAL RIGHTS are personal rights associated with authorship of a work
         under applicable law. They may include the rights commonly known as the
         rights of paternity, integrity, disclosure and withdrawal, and the
         rights to approve modifications and to require authorship
         identification.

1.11     PRODUCT is the final Deliverable developed by EAI according to this
         Agreement which is accepted by EVT and includes, without limitation,
         all improvements made to and all Derivative Works thereof. Product is
         also known as "EGS Decision Support Software."

1.12     SUBSIDIARY is an entity during the time that more than 50% of its
         voting stock is owned or controlled, directly or indirectly, by another
         entity. If there is no voting stock, a Subsidiary is an entity during
         the time that more than 50% of its decision-making power is controlled,
         directly or indirectly, by another entity.

1.13     TOOLS include devices, compilers, programming, documentation, media and
         other items required for the development, maintenance or implementation
         of a Deliverable that are not commercially available.

1.14     FIELD is the field of diagnostic assessments for therapeutic
         applications in the human circulatory system, except for applications
         addressing human intracardiac and intracranial circulatory systems.

2.0      EAI RESPONSIBILITIES. The following responsibilities supplement those
         found elsewhere in this Agreement:

2.1      EAI will provide the following Deliverables according to the schedule
         set forth in the Deliverables Attachment:

         a.       one complete set of the EVT Materials and Background Materials
                  (with deliverables to EVT in Executable Image form); and

         b.       Tools. The Tools for the EVT Materials and Background
                  Materials are identified below:

<TABLE>
<CAPTION>                                      PART NUMBER/
                DESCRIPTION                    MODEL NUMBER                   FORM                      OWNER
                -----------                    ------------                   ----                      ------
<S>                                          <C>                           <C>                           <C>
         DICOM file Input/Output             EAI DICOM library             Object Code                   EAI
         formatting modules
</TABLE>

2.2      EAI will use its reasonable commercial efforts to provide support and
         maintenance services for EVT materials, Background Materials and
         Product as provided in the Maintenance and Support Attachment for the
         term of this Agreement, and continuing for, whichever is the greater,
         five (5) years thereafter or the length of time the Product is in use
         by EVT. Corrections and updates to Product provided under this
         Agreement will be considered Products. The fee for the first six (6)
         months of support and maintenance is included in the price of the
         Development Fee. Thereafter, EVT will pay EAI an annual support fee of
         15,000 dollars. Either party may terminate support services at the end
         of the original term or at the end of any renewal term by giving
         written notice to the other party at least forty-five (45) days prior
         to the end of such term. EAI may suspend or cancel Support Services if
         EVT fails to make annual support payment pursuant to this section and
         such breach is not remedied within thirty (30) days after EVT receives
         notice of the breach. If EAI fails to provide such services and such
         failure continues for more than thirty (30) days, EVT shall be entitled
         to receive from EAI (or the escrow agent, as set forth below) a copy of
         all Source Code and related documentation, Error Corrections, manuals,
         tools, or other materials used by EAI in the development, maintenance
         or support of such Product (collectively "Maintenance Materials"). EVT
         is hereby granted a currently effective, non-exclusive and
         non-sublicenseable license to use the foregoing, to and only to,
         support, maintain, and evolve such Product. In support of the
         foregoing, and promptly after acceptance by EVT of the final
         Deliverable, EAI will place in escrow, with a third party escrow agent
         (reasonably acceptable to EVT), the Source Code and any related
         Maintenance Materials as they exist at the time of the acceptance of
         the final Deliverable. EAI


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         warrants that it will update the escrow with any new or modified Source
         Code and Maintenance Materials promptly as they become available and
         will notify EVT when it does so.

2.3      EAI will:

         a.       provide weekly status reports via electronic mail and will
                  participate in progress reviews as requested by EVT, to
                  demonstrate EAI's performance of its obligations;

         b.       implement a process designed to help prevent contamination by
                  harmful code and EAI will provide EVT notice if contamination
                  is suspected;

         c.       have agreements with its personnel and third parties who
                  perform obligations hereunder to grant or assign rights
                  (including all Moral Rights) to EAI as required by this
                  Agreement, and on request, EAI will provide EVT with evidence
                  of these agreements;

         d.       not assert any Moral Rights in the EVT Materials;

         e.       obtain all necessary consents of individuals or entities
                  required for the use of names, licenses, voices, likenesses,
                  copyrights, trademarks, and the like in the EVT Materials and
                  Background Materials;

         f.       maintain records to verify authorship of the EVT Materials and
                  Background Materials for three (3) years after the termination
                  or expiration of this Agreement and on request, EAI will
                  deliver a copy of or otherwise make available this information
                  in a form specified by EVT;

         g.       provide EVT with relevant financial information about EAI
                  business on request; and

         h.       not assign or transfer this Agreement or any rights under it,
                  or delegate or subcontract any obligations without EVT's prior
                  written approval and EAI agrees that any attempt to do so is
                  void.

2.4      If EAI fails to perform or fulfill any of its obligations hereunder,
         EVT may either reduce any amounts due hereunder by an amount equal to
         the value not received, or have EAI reimburse EVT for the value not
         received. EAI acknowledges that if it does not deliver the EVT
         Materials, final Deliverable, and Background Materials, EVT will suffer
         irreparable harm and will be entitled to all equitable remedies,
         including specific performance for the delivery of such EVT Materials
         and Background Materials.

2.5      On EVT's request and EAI's agreement, EAI will participate in
         demonstrations of Products at trade shows, conferences and sales
         meetings. EVT will be responsible for EAI's expenses and will
         compensate EAI for the time of its employees at a rate to be determined
         in advance of each participation.

3.0      INTELLECTUAL PROPERTY.

3.1      EVT shall own all right, title and interest (including patent rights,
         copyrights, trade secret rights, mask work rights and other rights
         throughout the world) in any inventions, works of authorship, mask
         works, ideas or information made or conceived or reduced to practice by
         EAI in the course of performance under this Agreement, including but
         not limited to all EVT Materials and Derivative Works thereof. However,
         EVT shall have no ownership or license to Background Materials, except
         as expressly provided in sections 3.2 and 3.5 below. EAI does and
         hereby makes all assignments necessary to accomplish the foregoing
         ownership provision. Any assignment of copyrights hereunder includes
         all Moral Rights. To the extent such Moral Rights cannot be assigned
         under applicable law and to the extent the following is allowed by the
         laws in the various countries where Moral Rights exist, the assigning
         party hereby waives such Moral Rights and consents to any action
         consistent with the terms of this Agreement that would violate such
         Moral Rights in the absence of such consent. The assigning party will
         confirm any such waivers and consents from time to time as requested by
         the other party.

3.2      EAI grants EVT a nonexclusive, worldwide, perpetual, irrevocable
         license to exploit (including, but not limited to, the rights to use,
         execute, reproduce, exhibit, display, perform, transfer, distribute
         (including by electronic transmission) and sublicense) the Background
         Materials (and all related



                                  PAGE 4 OF 12                  EAI CONFIDENTIAL


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         intellectual property rights throughout the world) in any medium or
         distribution technology whatsoever, whether known or unknown, for the
         purpose of developing, implementing, marketing and maintaining the
         Product. For a period of five (5) years following EVT's acceptance of
         the final Deliverable under this Agreement, EAI also grants EVT an
         exclusive, worldwide, perpetual, irrevocable license to exploit
         (including but not limited to the rights to use, execute, reproduce,
         exhibit, display, perform, transfer, distribute (including by
         electronic transmission) and sublicense) the Background Materials, in
         any medium or distribution technology whatsoever, whether known or
         unknown, in connection with the Field.

3.3      EAI grants EVT a nonexclusive, worldwide, perpetual, irrevocable,
         paid-up license to exploit (including, but not limited to, the rights
         to use, execute, reproduce, display, perform and distribute) the Tools
         (and all related intellectual property rights throughout the world) in
         any medium or distribution technology whatsoever, whether known or
         unknown, for the purpose of developing, implementing and marketing
         Product.

3.4      The rights and licenses granted to EVT according to sections 3.2 and
         3.3 above include the right of EVT to authorize and sublicense its
         Subsidiaries, contractors, and consultants to exercise any of the
         rights granted to EVT and the right to authorize or sublicense others
         to exercise any of the rights granted to EVT in this section.

3.5      EAI grants EVT a nonexclusive, worldwide, perpetual, irrevocable,
         paid-up license to use any trademarks or service marks associated with
         EVT Materials and Background Materials for EVT's marketing of the EVT
         Materials, Background Materials, Product and any Derivative Works. EAI
         grants EVT the right to authorize or sublicense others to exercise any
         of the rights granted to EVT in this section. If EVT's use of EAI's
         names and trademarks is improper and EAI provides EVT notice that EAI
         objects to such use, EVT will take all reasonable steps necessary to
         resolve EAI's objections. EAI may reasonably monitor the quality of
         products bearing EAI's trademark under this license.

3.6      EAI agrees that the following attribution when appearing on marketing,
         packaging and promotional materials of Product or Derivative Works
         thereof is proper:

                    "EGS Decision Support Software developed
                      by Engineering Animation, Inc. (EAI)
                    (C) 1997 EndoVascular Technologies, Inc.
             Portions of copyright works are property of Engineering
        Animation, Inc. and licensed to EndoVascular Technologies, Inc."

4.0      EXCLUSIVITY AND RIGHT OF FIRST REFUSAL.

4.1      Five (5) years after the acceptance by EVT of the final Deliverable
         under this Agreement, EAI shall have the non-exclusive,
         non-sublicensable, non-transferable, royalty-bearing, right to market,
         distribute and license the Product directly to hospitals, physicians,
         or practicing medical professionals (but not to any healthcare
         companies or other competitors of EVT) anywhere in the world.

4.2      During the term of this Agreement EAI agrees not to directly or
         indirectly develop, market or otherwise sell in the Field the Product,
         or any product, development, discovery or any derivative, improvement
         or modification of the Product.

4.3      Upon the termination of this Agreement and for three (3) years
         thereafter, EAI grants to EVT the right of first refusal for any rights
         in any development, discovery, or any improvement or modification of
         Product, which is conceived, reduced to practice, discovered or created
         in the Field ("Development"). EAI will promptly disclose to EVT in
         writing all information relating to any Developments in sufficient
         detail to permit EVT to value Development and evaluate the scope of the
         Development ("Written Description") and EAI will also promptly propose
         terms and conditions


                                 PAGE 5 OF 12                   EAI CONFIDENTIAL


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         for an agreement with respect to the exploitation of such Development
         ("Proposal"). If EVT determines in good faith that the Written
         Description is not sufficiently detailed for evaluation of Development,
         EVT will so notify EAI within fifteen (15) days of the receipt of the
         Written Description so that EAI may provide EVT with further details.
         Within thirty (30) days of the receipt and acceptance of the Written
         Description and the receipt of Proposal, EVT will notify EAI in writing
         of its intention to negotiate an agreement with EAI with respect to the
         Proposal. In the event that EVT elects to negotiate an agreement with
         EAI, both parties will in good faith negotiate the terms and conditions
         of the Proposal. In the event that the parties are unable to reach an
         agreement in ninety (90) days or if EVT elects not to negotiate an
         agreement with EAI (a failure to notify within such ninety (90) day
         period being deemed an election not to negotiate), then EAI will be
         free to disclose the Proposal to third parties and enter into an
         agreement with other such third parties; provided, however, that if EAI
         intends to accept a third party offer, which in EVT's opinion is more
         favorable to the third party than the Proposal, EVT shall have thirty
         (30) days to enter into an agreement with EAI on the terms and
         conditions of such third party offer.

4.4      Notwithstanding anything to the contrary, during the term of this
         Agreement and for three (3) years following the termination of this
         Agreement, EAI agrees not to develop, market or otherwise sell (for
         itself or any third party) any product in the field of guiding or
         treatment of abdominal aortic aneurysms.

4.5      EVT may waive in writing its exclusivity for particular transactions. A
         waiver will state the duration and extent and will be signed. All
         rights not expressly waived will continue in full force and effect.

5.0      PAYMENT.

5.1      Subject to the terms of this Agreement, EVT will pay EAI as follows:

         a.       EVT will pay EAI development fees ("Development Fees") of
                  $1,500,000 to be paid in installments as follows:

                  1.       $300,000, which was invoiced to EVT at the time of
                           the signing of the Letter of Agreement on December
                           13, 1996, either thirty (30) days from the invoice
                           date or at the signing of the definitive contract,
                           whichever is later.

                  2.       $350,000, which was invoiced on December 30, 1996,
                           either ninety (90) days from the invoice date or
                           forty-five (45) days after the signing of the
                           definitive contract, whichever is later.

                  3.       $200,000 to be invoiced on the date that EAI delivers
                           "Alpha Software" (the interum deliverable recited in
                           the Deliverables Attachment), with terms for payment
                           one-hundred and twenty (120) days after the invoice
                           date.

                  4.       $450,000 to be invoiced six (6) months after EVT
                           accepts the final Deliverable with terms for payment
                           within thirty (30) days.

                  5.       $200,000 to be invoiced one (1) year after the date
                           that EVT is invoiced under section 5.1(a)(4) above
                           with terms for payment within thirty (30) days.

         b.       In addition to the above Development Fees, and subject to the
                  terms of this Agreement, EVT agrees to pay EAI a semi-annual
                  license fee ("Semi-Annual License Fee") for the years 1997
                  through 2000 which will be determined by multiplying the
                  number of patient studies performed in a given year, in excess
                  of a stated minimum number of patient studies, by a stated
                  rate for such year as follows:

<TABLE>
<CAPTION>
                                                 MINIMUM NUMBER               RATE PER PATIENT STUDY IN
                           YEAR                OF PATIENT STUDIES              EXCESS OF YEARLY MINIMUM
                           ----                ------------------              ------------------------
<S>                        <C>                         <C>                                 <C> 
                           1997                        870                                 $230
                           1998                       3,000                                $150
                           1999                       1,740                                $115
                           2000                         0                                  $ 80
</TABLE>



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         The Semi-Annual License Fees for the years 1997 through 2000 shall be
         payable on February 15th and August 15th of each year.

6.0      ACCEPTANCE.

6.1      When EAI believes it has appropriately completed a Deliverable (both
         the interim deliverables and the final deliverable as described in the
         Deliverables Attachment), EAI will deliver it to EVT. EVT will accept
         or reject the Deliverable within forty-five (45) calendar days after
         delivery; failure to give notice of acceptance or rejection within that
         period will constitute acceptance. A rejection notice will be
         accompanied by a reasonably detailed description of any such failures.

6.2      If EVT rejects the Deliverable, EAI will use all diligent efforts to
         promptly correct the failures specified in the rejection notice within
         forty-five (45) calendar days of the rejection notice. When EAI
         believes that it has made the necessary corrections, EAI will again
         deliver the Deliverable to the Company and the
         acceptance/rejection/correction provisions above shall be reapplied
         until the Deliverable is accepted by EVT.

6.3      EAI will deliver to EVT all Deliverables necessary for EVT to test for
         satisfactory compliance with the provisions of the Software Requirement
         Specification Attachment. EAI will perform testing of the EVT Materials
         or Background Materials before each delivery to EVT according to the
         Software Development Quality Assurance Plan Attachment. EAI will also
         successfully complete the software validation procedure outlined in the
         Software Validation Procedure Attachment for the final Deliverable and
         provide documentation to EVT of the completion thereof.

7.0      REPRESENTATIONS AND WARRANTIES.

7.1      EAI makes the following ongoing representations and warranties:

         a.       EAI has full legal rights to grant the rights granted herein,
                  including but not limited to, the right to grant the licenses
                  and make assignments hereunder;

         b.       EAI is not under, and will not assume, any contractual
                  obligation, that prevents it from performing its obligations,
                  or that conflicts with the rights and licenses granted or
                  assignments made in this Agreement;

         c.       there are no liens, encumbrances or claims pending or
                  threatened against EAI or to its knowledge, anyone else, that
                  relate to the rights and licenses granted or assignments made
                  in this Agreement;

         d.       the EVT Materials, Background Materials, and Tools do not
                  directly or indirectly infringe any publicity, privacy or
                  intellectual property rights of a third party and are not
                  misappropriated from any third party;

         e.       The EVT Materials, Background Materials, and the Tools will
                  perform in accordance with the requirements set forth in this
                  Agreement, including the Software Requirement Specification
                  Attachment, and will conform to user documentation provided by
                  EVT;

         f.       the Executable Image that EAI will provide to EVT will
                  correspond to the current release or version of the EVT
                  Materials and Background Materials provided under this
                  Agreement;

         g.       the EVT Materials and Background Materials support the Year
                  2000, are capable of correctly processing, providing and
                  receiving date data, as well as properly exchanging accurate
                  date data with all products (for example, hardware, software
                  and firmware) with which they are designed to be used;

         h.       the EVT Materials, Background Materials and Tools are not
                  contaminated by harmful code;

         i.       all authors have waived their Moral Rights in the EVT
                  Materials and Background Materials to the extent permitted by
                  law;

         j.       all of EAI's obligations will be performed in compliance with
                  applicable law;

         k.       EAI has and/or will obtain agreements with its employees,
                  contractors and other third parties sufficient to allow it to
                  provide EVT with the assignments and licenses to

                                  PAGE 7 OF 12                 EAI CONFIDENTIAL


<PAGE>   8
                  intellectual property rights developed by it for EVT and
                  sufficient to assign all Moral Rights related thereto; and

         l.       for a period of sixty (60) days from the date of the
                  acceptance of the final Deliverable, that Product is free from
                  media defects and that Product substantially conforms to the
                  specifications recited in the Software Requirement
                  Specification Attachment. EAI's entire liability and EVT's
                  exclusive remedy for breach of this warranty (recited in this
                  section l) shall be, at EAI's option and expense: (1) repair
                  of Product, (2) replacement of Product or (3) refund of
                  Development Fees (if EAI determines that repair or replacement
                  is impractical).

7.2      EVT makes the following ongoing representations and warranties:

         a.       EVT has full legal rights to enter into this Agreement and to
                  provide the information and materials to EAI as contemplated
                  herein.

         b.       The materials and information provided to EAI for inclusion in
                  the EGS Decision Support Software do not directly or
                  indirectly infringe any intellectual property rights or other
                  rights of any other party.

         c.       The materials and information provided to EAI for inclusion in
                  the EGS Decision Support Software are accurate in all material
                  respects.

7.3      EXCEPT AS PROVIDED ABOVE, ANYTHING EITHER PARTY PROVIDES TO THE OTHER
         RELATED TO THIS AGREEMENT IS "AS IS," WITHOUT ANY WARRANTY OF ANY KIND.

8.0      INDEMNIFICAITON, LIABLITY LIMITATIONS, AND INSURANCE.

8.1      EAI INDEMNIFICATION.

         a.       EAI will defend and indemnify EVT and EVT's Subsidiaries and
                  customers if a third party makes or threatens to make a claim
                  against EVT or its Subsidiaries based on an actual or alleged:

                  1.       failure by EAI, to the extent not caused by EVT, to
                           perform its obligations under this Agreement;

                  2.       breach of EAI's representations and warranties;

                  3.       failure by EAI to comply with government laws and
                           regulations; or

                  4.       infringement or misappropriation of third party
                           intellectual property (or related rights) by EAI or
                           EVT or its Subsidiaries, relating to exploitation of
                           EVT Materials except those materials provided by EVT
                           for inclusion in the EVT Materials), the Background
                           Materials, Product or Tools.

         b.       EVT will promptly provide EAI notice of any threat or claim,
                  allow EAI to control the defense, negotiation and settlement
                  of the dispute, and reasonably cooperate with EAI in the
                  defense, negotiation, and settlement of the dispute (at EAI's
                  expense). EVT may participate in the proceedings at its option
                  and expense.

         c.       In addition, if an infringement claim appears likely, or is
                  made, based upon EVT Materials or Product developed by EAI or
                  Background Materials or Tools, EAI will either:

                  1.       obtain the necessary rights for EVT, EVT Subsidiaries
                           and Distributors and their respective customers to
                           continue to distribute, license, otherwise transfer
                           and use such materials on an uninterrupted basis and
                           exercise all rights granted hereunder; or

                  2.       modify the EVT Materials, Background Materials and
                           Tools at EAI's expense to resolve the claim. EAI
                           warrants that any such modified materials will comply
                           with the specifications set forth in the Software
                           Requirement Specification Attachment.

         d.       If EAI is not able to do either within a reasonable period of
                  time, EVT may terminate this Agreement for EAI's breach, in
                  accordance with section 9.3.





                                  PAGE 8 OF 12                  EAI CONFIDENTIAL


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8.2      EVT INDEMNIFICATION.

         a.       EVT will defend and indemnify EAI if a third party makes or
                  threatens to make a claim against EAI based on an actual or
                  alleged:

                  1.       failure by EVT to perform its obligations under this
                           Agreement;

                  2.       breach of EVT's representations and warranties;

                  3.       failure to comply with government laws and
                           regulations;

                  4.       infringement by EVT in materials or information
                           provided by EVT to EAI specifically for incorporation
                           into the EGS Decision Support Software; or

                  5.       death of or bodily injury to any person arising from
                           the use of Product in compliance with all the
                           procedures set forth in the Product's operating
                           instructions.

         b.       EAI will promptly provide EVT with notice of any threat or
                  claim, allow EVT to control the defense, negotiation and
                  settlement of the dispute, and reasonably cooperate with EVT
                  in the defense, negotiation, and settlement of the dispute (at
                  EVT's expense). EAI may participate in the proceedings at its
                  option and expense.

8.3      In addition to any indemnities or other remedies specified in this
         Agreement, EVT and EAI may pursue any other remedy either may have in
         law or equity.

8.4      LIMITATION ON LIABILITY. Regardless of the type of claim, neither party
         is liable to the other for indirect, incidental, special or
         consequential damages, including lost profits or revenues, under any
         part of this Agreement, even if informed that they may occur. This
         limitation does not apply to (a) liabilities for indemnity above or (b)
         any obligations of either party to make a payment which is due under
         this Agreement or (c) any liability for bodily injury of a person or
         (d) any breach of section 11.5.

8.5      INSURANCE.

         a.       Each party will maintain, at a minimum, the following
                  insurance coverage at its own expense:

                  1.       Worker's Compensation, including Employer's
                           Liability, for the statutory required amount.

                  2.       Commercial General Liability for two (2) years
                           following expiration or termination of this Agreement
                           in the amount of $1,000,000 per event.

                  3.       Professional Liability (Errors and Omissions) for six
                           (6) years following the expiration or termination of
                           this Agreement in the amount of $1,000,000 per policy
                           year.

         b.       Each party will provide the other with a certificate of
                  insurance as proof of this minimum coverage on request.

9.0      TERM AND TERMINATION.

9.1      This Agreement begins on the Effective Date and ends five (5) years
         from the date that EVT accepts the final Deliverable unless terminated
         sooner under the terms of this Agreement.

9.2      Either party may terminate this Agreement for the other's material
         breach by providing the breaching party with a written notice that
         describes the breach. The termination will become effective forty-five
         (45) days after receipt of the notice unless the breach is cured within
         that forty-five (45) day period. However, if the breach by its nature,
         cannot be remedied in forty-five (45) days, but can be remedied in a
         reasonable time thereafter, the breaching party will take reasonable
         and diligent steps to remedy it, notify the other party of the action
         plan, progress towards completion, and complete such remedial action
         promptly. In such event, the notice period will be suspended while the
         breaching party takes these actions.





                                 PAGE 9 OF 12                   EAI CONFIDENTIAL


<PAGE>   10

9.3      In the event EVT terminates this Agreement for EAI's breach, EAI agrees
         to either (a) repay all Development Fees previously paid, in addition
         to other remedies EVT may have in law or equity, or at EVT's option,
         (b) to transfer ownership of the Deliverables (and all related
         intellectual property rights thereto) to EVT, provide EVT with the
         Source Code to the latest Deliverable and all Maintenance Materials so
         that EVT can continue development and/or exploitation of EVT Materials,
         and EVT shall be free to complete, market and distribute Deliverables,
         Product and Derivative Works thereof, and shall have no obligation to
         pay EAI any payments therefore. Further, if EVT elects option (b)
         above, EVT's exclusivity (stated in section 4) will be tolled the
         amount of time equal to the time of delay caused by EAI's breach.

9.4      In the event EAI terminates this Agreement for EVT's breach, including
         for a continuing failure by EVT to pay amounts due under this Agreement
         and such failure to pay is not as a cause of a good faith dispute
         between the parties, all rights granted or licensed by EAI under this
         Agreement shall be rescinded and shall revert to, or remain with, EAI.

9.5      Any terms of this Agreement that by their nature extend beyond the
         natural termination or expiration of this Agreement will survive in
         accordance with their terms. These provisions include the Intellectual
         Property (section 3), Exclusivity and Right of First Refusal (section
         4), Representations and Warranties (section 7), Indemnification and
         Liability Limitation (section 8.1-8.4), Term and Termination (section
         9) and General (section 11). These terms will apply to either party's
         successors and assigns.

10.0     COORDINATORS.

10.1     Any notice required or permitted to be made by either party to this
         Agreement must be in writing. Notices are effective when received by
         the appropriate coordinator as demonstrated by reliable written
         confirmation (for example, certified mail receipt, courier receipt or
         facsimile receipt confirmation sheet).

10.2     All notices under this Agreement shall be in writing and shall be
         deemed given when delivered to the other parties Project Coordinators.
         The Project Coordinators responsible to receive all notices and
         administer this Agreement are:

         FOR EVT:                              FOR EAI:
         Name:         Brad Cole               Name:    Jamie A. Wade
         Title:        V.P. & CFO              Title:   V.P. & General Counsel
         Address:      1360 O'Brien Drive      Address: 2321 North Loop Drive
                       Menlo Park, CA 94025             Ames, IA 50010
         Phone:        (415) 325-1600          Phone:   (515) 296-9908
         Fax:          (415) 614-4350          Fax:     (515) 296-6941

10.3     The Technical Coordinators responsible to accept all Deliverables,
         coordinate all exchanges of confidential and/or Proprietary
         Information, and administer and coordinate the technical matters
         associated with this Agreement are:

         FOR EVT:                              FOR EAI:
         Name:         Aka Gvakharia           Name:    John Kerr
         Title:        Sr. Medical Scientist   Title:   Project Manager
         Address:      1360 O'Brian Drive      Address: 2321 North Loop Drive
                       Menlo Park, CA 94025             Ames, IA 50010
         Phone:        (415) 325-1600          Phone:   (515) 296-9908
         Fax:          (415) 614-4350          Fax:     (515) 296-6833

10.4   A party will provide written notice to the other when its coordinators
       change.





                                  PAGE 10 OF 12                 EAI CONFIDENTIAL


<PAGE>   11
11.0     GENERAL.

11.1     INDEPENDENT CONTRACTOR. Each party is an independent contractor.
         Neither party is, nor will claim to be, a legal representative,
         partner, franchisee, agent or employee of the other. Neither party will
         assume or create obligations for the other. Each party is responsible
         for the direction and compensation of its employees.

11.2     FREEDOM OF ACTION. Subject to section 4, each party may have similar
         agreements with others and may design, develop, manufacture, acquire or
         market competitive products and services, except as limited by this
         Agreement, and conduct its business in whatever way it chooses.

11.3     RELIANCE. Neither party relies on any promises, inducements or
         representations made by the other, except as expressly provided in this
         Agreement. This Agreement accurately states the parties' agreement.

11.4     FUTURE DEALINGS. Notwithstanding the foregoing, the parties intend that
         EAI will assist EVT in further developing and enhancing Product (and
         Derivative Works thereof) at a mutually agreed upon price and parties
         agree to make a good faith effort to negotiate an agreement for the
         development of such enhancements to the Product.

11.5     COMPLIANCE WITH APPLICABLE LAWS. Each party will comply with all
         applicable laws and regulations at its expense including, to the extent
         applicable, Executive Order 11246 on Equal Employment Opportunity, as
         amended, the Occupational Safety and Health Act of 1970, the U.S. Food
         Drug and Cosmetic Act, and the Americans with Disabilities Act of 1990,
         as amended. This also includes all export and import laws and
         regulations.

11.6     CONFIDENTIAL INFORMATION. The parties agree that information exchanged
         under this Agreement is confidential information and will be subject to
         confidential treatment by the receiving party. Each party agrees that
         all Code, inventions, algorithms, know-how and ideas and all other
         business, technical and financial information they obtain from the
         other are the confidential property of the disclosing party
         ("Proprietary Information" of the disclosing party). Except as
         expressly and unambiguously allowed herein, the receiving party will
         hold in confidence and not use or disclose any Proprietary Information
         of the disclosing party and shall similarly bind its employees in
         writing. The receiving party shall not be obligated under this section
         11.6 with respect to information the receiving party can document:

         a.       is or has become readily publicly available without
                  restriction through no fault of the receiving party or its
                  employees or agents; or

         b.       is received without restriction from a third party lawfully in
                  possession of such information and lawfully empowered to
                  disclose such information; or

         c.       was rightfully in the possession of the receiving party
                  without restriction prior to its disclosure by the other
                  party; or

         d.       was independently developed by employees or consultants of the
                  receiving party without access to such Proprietary
                  Information.

         Notwithstanding the foregoing, all Proprietary Information developed
         for EVT in connection with this Agreement shall be deemed Proprietary
         Information of the Company disclosed by the Company to EAI and
         exceptions (c) and (d) above will not be applicable thereto.

11.7     COPYRIGHT. Any publication by EVT of the EVT Materials and Background
         Materials shall contain an appropriate copyright notice as provided in
         this Agreement.

11.8     HEADINGS. The headings of this Agreement are for reference only. They
         will not affect the meaning or interpretation of this Agreement.




                                   PAGE 11 OF 12                EAI CONFIDENTIAL


<PAGE>   12

11.9     COUNTERPARTS. This Agreement may be signed in one or more counterparts,
         each of which will be considered an original, but all of which together
         form one and the same instrument.

11.10    AMENDMENT AND WAIVERS. For a change to this Agreement to be valid, both
         parties must sign it. No approval, consent or waiver will be
         enforceable unless signed by the granting party. Failure to insist on
         strict performance or to exercise a right when entitled, does not
         prevent a party from doing so later for that breach or a future one.

11.11    SEVERABILITY AND ATTORNEY'S FEES. In the event that any provision of
         this Agreement shall be determined to be illegal or unenforceable, that
         provision will be limited or eliminated to the minimum extent necessary
         so that this Agreement shall otherwise remain in full force and effect
         and enforceable. In any action or proceeding to enforce rights under
         this Agreement, the prevailing party will be entitled to recover costs
         and attorneys' fees.

11.12    DISPUTE RESOLUTION. Both parties will act in good faith to resolve
         disputes prior to instituting litigation. Each party waives its rights
         to a jury trial in any resulting litigation.

11.13    EXPENSES. Except as set forth herein, each party will bear its own
         expenses while performing work under this Agreement.

11.14    GOVERNING LAW. This Agreement will be governed by the substantive law
         of the State of Iowa applicable to contracts executed in and performed
         entirely within that State. The United Nations Convention on Contracts
         for the International Sale of Goods does not apply.



                                 PAGE 12 OF 12                  EAI CONFIDENTIAL


<PAGE>   13

                       MAINTENANCE AND SUPPORT ATTACHMENT

         Capitalized terms not defined in section 1 below have the same meaning
as in the Agreement. In the event that a term is defined both in this Attachment
and in the Agreement then the definition cited in this Attachment will apply.

1.       DEFINITIONS.

         "Error" means an error in Product which significantly degrades the
         Product as compared to the EVT's specifications.

         "Error Correction" means the use of reasonable commercial efforts to
         correct Errors.

         "Fix" means the repair or replacement of object or executable code
         versions of Product to remedy an Error.

         "Priority A Error" means an Error which renders Product inoperative or
         causes the Product to fail catastrophically.

         "Priority B Error" means an Error which substantially degrades the
         performance of Product or materially restricts EVT's use of the
         Product.

         "Priority C Error" means an Error which causes only a minor impact on
         the EVT's use of Product.

         "Telephone Support" means technical support and telephone assistance
         provided by EAI to EVT's Technical Support Contact.

         "Workaround" means a change in the procedures followed or data supplied
         by EVT to avoid an Error without substantially impairing EVT's use of
         Product.

2.       SUPPORT SERVICES. Support Services consist of (a) Error Correction and
         Telephone Support provided to EVT only concerning the installation and
         use of Product and (b) Product modifications and updates. EAI warrants
         that the work done under this Agreement will be performed in a
         professional and workman-like manner.

3.       ERROR PRIORITY LEVELS. EAI shall use all diligent efforts to correct
         any Error reported by EVT Product in accordance with the priority level
         reasonably assigned to such Error by EAI.

         A.       Priority A Errors - EAI shall promptly commence the following
                  procedures:

                  (i)      assign EAI engineers to correct the Error and
                           acknowledge any EVT request within two (2) business
                           hours of receipt thereof;

                  (ii)     notify EVT management within six (6) business hours
                           that such Errors have been reported and of steps
                           being taken to correct such Error(s);

                  (iii)    provide EVT with periodic reports on the status of
                           the corrections;

                  (iv)     initiate work to provide EVT with a Workaround or
                           Fix, and develop a Workaround or Fix within two (2)
                           days; and

                  (v)      EAI shall promptly, upon development of Workaround or
                           Fix include the same for the Error in the Product.




                                       SRSA i                   EAI CONFIDENTIAL


<PAGE>   14
B.       Priority B Errors - EAI shall promptly commence the following
         procedures:

         (i)      assign EAI engineers to correct the Error and acknowledge any
                  EVT request within twenty four (24) hours of receipt thereof;

         (ii)     notify EVT management within forty-eight (48) hours that such
                  Errors have been reported and of steps being taken to correct
                  such Error(s);

         (iii)    provide EVT with periodic reports on the status of the
                  corrections;

         (iv)     initiate work to provide EVT with a Workaround or Fix, and
                  develop a Workaround or Fix within five (5) days; and

         (v)      EAI shall exercise commercially reasonable efforts to include
                  the Fix for the Error in the Product as soon as commercially
                  feasible.

C.       Priority C Errors - EAI shall promptly commence the following
         procedures:

         (i)      assign EAI engineers to correct the Error and acknowledge any
                  EVT request within five (5) business days of receipt thereof;

         (ii)     notify EVT management within seven (7) business days that such
                  Errors have been reported and of steps being taken to correct
                  such Error(s);

         (iii)    provide EVT with periodic reports on the status of the
                  corrections;

         (iv)     initiate work to provide EVT with a Workaround or Fix, and
                  develop a Workaround or Fix within thirty (30) days; and

         (v)      EAI shall exercise commercially reasonable efforts to include
                  the Fix for the Error in the next upgrade of Product.

D. EAI believes that a problem reported by EVT may not be due to an Error in the
Product, EAI will so notify EVT. At that time, EVT may (i) instruct EAI to
proceed with problem determination at its possible expense or (ii) instruct EAI
that EVT does not wish the problem pursued at its possible expense. If EVT
requests that EAI proceed with problem determination at its possible expense and
EAI determines that the error was not due to an Error in the Product, EVT shall
pay EAI, at EAI's then-current and standard consulting rates, for all work
performed in connection with such determination, plus reasonable related
expenses incurred therewith. EVT shall not be liable for (i) problem
determination or repair to the extent problems are due to Errors in the Product
or (ii) work performed under this paragraph in excess of its instructions or
(iii) work performed after EVT has notified EN that it no longer wishes work on
the problem determination to be continued at its possible expense (such notice
shall be deemed given when actually received by EAI).


                                    SRSA ii                     EAI CONFIDENTIAL


<PAGE>   15

                  SOFTWARE REQUIREMENT SPECIFICATION ATTACHMENT








                                                                EAI CONFIDENTIAL


<PAGE>   16
                       Software Requirements Specification

                      EndoGraft(R) Delivery System Software





                                  REVISION 1.1

                                20 February 1997

<PAGE>   17
                                Table of Contents

<TABLE>
<S>                                                                            <C>
1. Scope of the Project.....................................................   1
2. Objectives of the Requirements Specification.............................   1
3. Software Requirements....................................................   1
   3.1 User Interface Requirements..........................................   1
       3.1.1 Login security.................................................   2
       3.1.2 Patient data importing.........................................   2
       3.1.3 Patient record management......................................   2
       3.1.4 CT image viewing...............................................   2
       3.1.5 Image manipulation tools.......................................   3
       3.1.6 3D model viewing...............................................   3
       3.1.7 Measurement viewing............................................   3
       3.1.8 Report management..............................................   4
   3.2 Core Functionality Requirements......................................   4
       3.2.1 Voxel Manager..................................................   5
       3.2.2 Layer Manager..................................................   5
       3.2.3 Image Manager..................................................   5
       3.2.4 Data I/O.......................................................   5
       3.2.5 Report Editor..................................................   5
       3.2.6 Record Manager.................................................   5
       3.2.7 Login Manager..................................................   5
       3.2.8 Help Wizard....................................................   6
       3.2.9 Screen Capture.................................................   6
       3.2.10 Surface Browser...............................................   6
       3.2.11 Contact Sheet Viewer..........................................   6
       3.2.12 Measurement Viewer............................................   6
</TABLE>


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EVT-1     SOFTWARE REQUIREMENTS SPECIFICATION REVISION 1.1      20 FEBRUARY 1997


<PAGE>   18
1. SCOPE OF THE PROJECT

Before a prospective patient can be fitted with an EndoGraft(R) prosthesis, the
patient needs to be evaluated, first as a candidate for the prosthesis, and
second as to the specific size and type of the prosthesis. A series of
measurements made based on a patients CT image data, enables an Endovascular
Technologies, Inc. (EVT) physician to recommend the appropriate graft size and
the appropriate graft type. The EndoGraft(R) Delivery System Software enables
the EVT physician to accurately and efficiently make the key measurements needed
to determine the appropriated prosthesis.

2. OBJECTIVES OF THE REQUIREMENTS SPECIFICATION

This specification represents the initial phase of Engineering Animation, Inc.'s
(EAI's) software life cycle, as outlined in the Software Development Quality
Assurance Plan: EndoGraft(R) Delivery System Software. This plan is based on the
recommendations contained within ANSI/IEEE, Standard 730-1984. Per the quality
assurance plan, this specification has been formalized based on the Software
Requirements Review held between EVT and EAI.

The objective of the Software Requirements Specification document is to identify
the functionality necessary in the final product for it to be deemed adequate
and complete. The specification outlines the minimum functionality requirements
of the end-product. If it is determined to be necessary by all parties, the
requirements may be modified. Modifications to the specification will be
identified in approved addenda to this document.

3. SOFTWARE REQUIREMENTS

The software requirements can be classified into two broad components; user
interface requirements and core functionality requirements. User interface
requirements identify the graphical user interface (GUI) functionality necessary
for the software operator to accomplish the task detailed in the Scope of the
Project section. Core functionality requirements cover the data processing and
data management functions that the software performs. These functions are
controlled through user interactions via the GUI.

3.1 USER INTERFACE REQUIREMENTS

The requirements of the GUI are categorized under the following functional
divisions.

      -   Login security
      -   CT data importing


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EVT-1     SOFTWARE REQUIREMENTS SPECIFICATION REVISION 1.1      20 FEBRUARY 1997


<PAGE>   19

          -  Patient record management 
          -  CT image viewing 
          -  Image manipulation tools
          -  3D model viewing 
          -  Measurement viewing 
          -  Report management


3.1.1 Login security

User identification name and password will be required to gain access to the
patient records. At least two levels of authorization will be available. This
will allow a technician to perform some of the standard functions, such as
adding a patient record, viewing CT data, and creating 3D models, but not to
make any graft type and size decisions, or to print a final report.

An administrator mode will exist that will allow the systems administrator to
add and delete access codes, and to modify authorization levels.

3.1.2 Patient data importing

New patient CT data can be imported from three types of spiral CT scanners. This
includes the DICOM 3 open standard, which is supported by all three scanners.
The data can be read in from a variety of physical media, such as optical disk.
The GUI will provide a import interface through which the new patient CT data
can be interpreted and added to the patient record list.

3.1.3 Patient record management

The user interface will provide the operator a mechanism to access patient
records imported via the Patient data importing method, of Section 3.1.2. This
mechanism will enable the operator to quickly access information or data
specific to that patient which has been stored with the patient record, either
in the present software session, or in previous software sessions. This
information can be exported to a predefined report format, as detailed in
Section 3.1.8 Report management.

In addition, a mechanism will be provided to enable the operator to
automatically sort the patient records based on date of the record, site of CT
data collection, or region of CT data collection.

3.1.4 CT image viewing

Two modes of display will be provided for the CT image sets. The first is a
contact sheet viewer that displays sets of CT images in a side-by-side form.
This allows the operator to view the entire set of images quickly, and at
various predetermined sizes, and determine the images important in the graft
measurement and identification process. These images can be marked and imported
into the second type of image viewer, referred to here as the image browser.
From either viewer the displayed images can be exported to a standard printer,
or to a TIFF format image file.

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EVT-1    Software Requirements Specification Revision 1.1       20 February 1997

<PAGE>   20

The image browser enables the images to be displayed at full resolution, or to
be scaled to a fixed set of resolutions. In addition, the image browser provides
interface devices by which the CT images can be animated (played like a video
sequence), or manually scanned by the operator. The image browser will also be
the interface used to display and edit seed point data, segmentation contours,
measurements, and annotations.

3.1.5 Image manipulation tools

The image manipulation tools will be accessible via the image browser GUL. The
tools include seed point placement, contour editing with circumference
measuring, distance measuring, angle measuring, and text, or annotation,
insertion. Each type of tool function will reside in a unique overlay layer.
This allows layers to be turned on or off, or shown exclusively over the image.

The colors used for the layer data can be defined by the operator. This allows
each operator to customize the overlay colors and store that information as a
part of that operator's session preference profile. As a results, these
preferences are automatically loaded each time the operator starts a session.

3.1.6 3D model viewing

One of the core functions is to generate 3D models of the aortic and iliac blood
flow, the aneurysm, and the arterial wall calcium deposits. The models will be
rendered and can be interactively manipulated by the operator via a 3D model
viewer, or surface browser. The surface browser enables the operator to evaluate
the patient data based on 3D models, in addition to the conventional 2D CT image
evaluation method.

The operator can pick and translate markers in the 3D viewer and import the
associated centroidal CT image view into the image browser tool. In addition,
distance measuring markers can be located on the models which enable distance
measurements to be calculated along the centroid of the blood flow model.

The models will be rendered at the highest, most accurate, level of detail (LOD)
by default. However, the operator will have the option to select two lower LODs
which can be rendered more rapidly. In addition, a wire frame mode will be
available to allow the operator to render any of the LODs as wire frame models.

Note that all measurements are based on the CT voxel data and not on the models.

3.1.7 Measurement viewing

A measurement graph tool will also be available that allows the operator to view
all the minimum and maximum diameters of the aorta and iliac arteries. This
measurement information enables the operator to quickly determine if irregular
diameter measurements exist that may render the patient ineligible for the
prosthesis. The minimum and maximum diameters are based on multiplanar
reconstructions (MPRs) generated perpendicular to the centroidal flow lines of
the aorta, left iliac, and right iliac. For each


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EVT-1    Software Requirements Specification Revision 1.1       20 February 1997



<PAGE>   21

of the three sets of MPRs, the minimum and maximum diameter measurements are of
the lumen of the arterial structures.

The operator can quickly import CT images with particular measurements into the
image browser, to determine if the minimum and maximum diameter measurements
limit the use of the prosthesis. The location of the markers in the surface
browser are also shown in the measurement viewer. The markers can be moved by
the operator in either viewer, and reflected in the other viewer.

Note that all measurements are based on the patient CT voxel data, and
determined as outlined in Section 3.2.12 Measurement Viewer.

3.1.8 Report management

A template-based report generator is also required in the interface. The report
generator allows the operator to select the information generated during the
sessions to be incorporated into a preliminary or final report template. The
operator can then review the report and has the option to either save or print
that report.

The templates can be customized and the proper information from the patient
records defined for each report field. As a result, EAI will provide EVT with a
detailed description of the fields in the patient record format.

3.2 CORE FUNCTIONALITY REQUIREMENTS

The core functionality is initiated by the user through the GUI. The key
components of the core functionality are grouped, and a brief description of the
functionality is given for each group component. As with the user interface,
these components represent the fundamental functionality of the software. These
groupings are made here for descriptive purposes only. How the core functions
are ultimately modularized will be detailed in the Software Design
Specification.

   -  Voxel Manager
   -  Layer Manager
   -  Image Browser
   -  Data I/O
   -  Report Editor
   -  Record Manager
   -  Login Manager
   -  Help Wizard
   -  Screen Capture
   -  Surface Browser
   -  Contact Sheet Viewer
   -  Measurement Viewer

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EVT-1    Software Requirements Specification Revision 1.1       20 February 1997

<PAGE>   22

3.2.1 Voxel Manager

The Voxel manager performs all the processing and data management of the
original CT data images, and any reconstructed CT image sets. The voxel
processes are: autosegmentation of aortic and iliac blood flow, aneurysm, and
arterial wall calcifications; interpolation of a contour through the segmented
perimeters of structures; creation of 3D surface models based on the
segmentation data; generation of multiplanar reconstructions along the 3D model
centroid lines. Note that the autosegmentation processes are assisted by
user-defined seed points for the structures to be segmented from the voxel data
set.

3.2.2 Layer Manager

The layer manager will manage all of the overlay information (seed data,
contours, annotations, angles, and measurements) for the active CT image set.
This includes the addition and deletion of data on a layer, and the attachment
of editors to layer information to allow the modification of that data.

3.2.3 Image Manager

The Image Manager controls the display and updates to the Image Browser. It
essentially coordinates the processes of the Voxel Manager and Layer Manager,
and ensures that user-defined operations are handled by the proper component,
and the results are updated to the Image Browser interface.

3.2.4 Data I/O

The Data I/O component imports and interprets new CT data from physical media
devices. It also inserts the new record into the patient record list, so that
all operators can access that information.

3.2.5 Report Editor

The Report Editor tracks all the information generated for a patient record and
enables the operator to select the information to be incorporated into a print
report template. The editor also allows the review, annotation, saving, and
printing of reports.

3.2.6 Record Manager

During each session a patient is selected and all previous session information
is loaded into the Record Manager. The Record Manager maintains and updates
patient record information for the active session. The manager also writes
updates into the patient record if information is changed during the session.
The Record Manager can also manage multiple patient information. This will allow
the operator to compare information between patients during a single session.

3.2.7 Login Manager

A security access system will be installed to ensure authorized entry into the
software. The Login Manager maintains login account information, provides an
administrator mode to edit and update login accounts, and verifies each login
session.

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EVT-1   Software Requirements Specification Revision 1.1        20 February 1997


<PAGE>   23

3.2.8 Help Wizard

The Help Wizard provides an interface for the operator to determine the present
state and the next step in the session process. The Wizard will also include
direct access to operation pages, that the operator can access during a session,
to assist in the function of the GUI.

3.2.9 Screen Capture

Screen captures enable "snapshots" of the various GUI windows to be taken and
annotations added. These captures can be sent directly to a standard printer or
file, or accessed and added by the Report Editor to any preliminary or final
reports.

The operator will be provided a control which will render a series of frames of
the 3D models. A mechanism will be provided so that the CT images, 3D viewer
frames, and MPRs can be exported to a movie format. The movie format will be
mutually agreed upon by EVT and EAI, so as to best support EVT's customer needs.

3.2.10 Surface Browser

The surface browser contains the engine that drives the 3D rendering of all
models. It performs all the interface commands on the set of 3D models, which
include turning on or off models, moving distance markers, or sliding a
cross-sectioning plane through the models. In addition, it handles all the
translate, rotate, and zoom callbacks from operator initiated manipulations of
the model.

3.2.11 Contact Sheet Viewer

Two modes of CT image display are supported by the Image Browser. The Contact
Sheet Viewer allows the operator to display sets of CT images in a side-by-side
form. It also enables the operator to see which images in the set contain
overlay information, which images are in the active list, and to add and remove
images from the active list.

3.2.12 Measurement Viewer

The Measurement Viewer maintains and updates minimum and maximum diameter
measurement information generated during the model building process. The
operator can manipulate markers associated with the operators graft decision
process, and load images into the Image Browser by selecting a marker in the
Measurement Viewer. In addition, the markers in the Surface Browser are linked
to the Measurement Viewer, and reflect location changes made to the markers.

All distance and diameter measurements are performed on the original CT data or
on MPRs of the original CT data. The minimum and maximum diameter calculations
will be determined based on non-uniform rational b-spline (NURBS) contours
interpolated through the segmentation data with an error tolerance below one
pixel dimension. This will guarantee that the contours accurately delineate the
segmentation. A detailed description of the algorithm used to calculate the
minimum and maximum diameters of the contours will be provided to EVT. Note that
all minimum and maximum

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EVT-1     Software Requirements Specification Revision 1.1      20 February 1997

<PAGE>   24

measurements can be modified by an EVT "expert" operator, if determined to be
improperly placed.








                                        7

EVT-1    Software Requirements Specification Revision 1.1       20 February 1997

<PAGE>   25
                             DELIVERABLES ATTACHMENT



<TABLE>
<CAPTION>
         SCHEDULE OF DELIVERABLES                                                                  DATE
         ------------------------                                                                  ----
<S>                                                                                                <C>
INTERIM DELIVERABLES:

INTERFACE PROTOTYPE -
Functional mockup of the user-interface.                                                           2/04/97

SOFTWARE REQUIREMENTS SPECIFICATION -
Detailed list of functional requirements of the software.                                          2/20/97

QUALITY ASSURANCE PLAN -
Outline of the software development process.                                                       3/04/97

ALPHA SOFTWARE -
First functional software for Software Design Review.                                              3/28/97

SOFTWARE DESIGN SPECIFICATION -
Final detailed description of the software functionality.                                          5/02/97

BETA SOFTWARE -
Functional software for EVT evaluation and verification testing.                                   5/30/97

USER MANUALS -
Instructions on the functions of the user-interface controls.                                      6/20/97

FINAL DELIVERABLE:

FINAL SOFTWARE -
Installation of fully functional software.                                                         6/27/97
</TABLE>



                                                                EAI CONFIDENTIAL


<PAGE>   26
             SOFTWARE DEVELOPMENT QUALITY ASSURANCE PLAN ATTACHMENT








                                                                EAI CONFIDENTIAL


<PAGE>   27

                   Software Development Quality Assurance Plan

                      EndoGraft(R) Delivery System Software




                                  REVISION 1.0

                                12 February 1997



<PAGE>   28
                               TABLE OF CONTENTS


<TABLE>
<S> <C>
1.  Scope of the Project ............................................  1
2.  Objectives of the Quality Assurance Plan ........................  1
3.  Quality Assurance Plan ..........................................  1
    3.1  Software Requirements Review ...............................  1
    3.2  Design Review ..............................................  2
    3.3  Software Verification and Validation Review.................  2
    3.4  Functional Audit ...........................................  2
    3.5  Managerial Audit ...........................................  2
    3.6  Physical Audit .............................................  2
</TABLE>

                                       i



<PAGE>   29
1.  SCOPE OF THE PROJECT

Before a prospective patient can be fitted with an EndoGraft(R) prosthesis, the
patient needs to be evaluated, first as a candidate for the prosthesis, and
second as to the specific size and type of the prosthesis. A series of
measurements made based on a patients CT image data enables an Endovascular
Technologies, Inc. (EVT) physician to recommend the appropriate graft size and
the appropriate graft type. The EndoGraft(R) Delivery System Software enables
the EVT physician to accurately and efficiently make the key measurements
needed to determine the appropriated prosthesis.

2.  OBJECTIVES OF THE QUALITY ASSURANCE PLAN

The Software Development Quality Assurance Plan is based on the recommendations
contained within ANSI/IEEE Standard 730-1984. This plan has been developed for
the EndoGraft(R) Delivery System Software being developed for EVT by Engineering
Animation, Inc. (EAI).

The objective of the plan is to ensure that sound and reliable product is
designed, and that EVT and EAI can incrementally evaluate the progress of the
software development at various stages in the software life cycle. In addition,
the Software Development Quality Assurance Plan will enable a complete audit
path to be documented during the course of the software life cycle, which will
aid in EVT's registration of the software with the Food and Drug Administration 
(FDA).

3.  QUALITY ASSURANCE PLAN

The Quality Assurance Plan consists of a series of reviews to be held between
EVT and EAI to monitor the adherence of the product to the functional
requirements of the software requirements and design specifications, and to
ensure that good manufacturing practices are followed in the implementation of
the software.

3.1  SOFTWARE REQUIREMENTS REVIEW

The software requirements review will be held to determine the fundamental
functionality required for the end-product to be adequate and complete. These
requirements will be documented in the Software Requirements Specification for
the EndoGraft(R) Delivery System Software.



                                       1

<PAGE>   30
3.2  DESIGN REVIEW 

The purpose of the design review will be to evaluate the technical adequacy of
the preliminary design and prototype. The consequences of this review will be
reflected in the Design Requirements Specification for the EndoGraft(R)
Delivery System Software.

3.3  SOFTWARE VERIFICATION AND VALIDATION REVIEW

The verification and validation review will be used to document methods deemed
necessary by EVT and EAI to evaluate the adequacy and completeness of the final
products. 

3.4  FUNCTIONAL AUDIT

Prior to installation, the software will be audited to ensure that it conforms
to the requirements outlined in the Software Requirements Specification for the
EndoGraft(R) Delivery System Software, and will follow the methods determined
in the Software Verification and Validation Review.

3.5  MANAGERIAL AUDIT

An independent group within EAI will perform a audit on a sample of the source
code and a audit of the executable software, to verify that good manufacturing
practices have been followed, and that appropriate design methods have been
employed to minimize coding errors and failures. The findings of this audit
will be documented and reported.

3.6  PHYSICAL AUDIT

The physical audit will be used to ensure that all documentation is consistent
with the actual functionality of the software product that is installed. This
audit will be performed at the time the end-product is delivered.


                                       2
<PAGE>   31
ENGINEERING INSTRUCTION (EI)                                             1 of 4
EI10031 Rev.A

                    SOFTWARE VALIDATION PROCEDURE ATTACHMENT

1.0  TITLE:    Software Validation Procedure

2.0  PURPOSE:  To define the steps necessary to perform software validation.

3.0  SCOPE:    This procedure applies to the validation method required for
               software purchased, installed, configured, and developed for or
               by EVT.

4.0  REVISION HISTORY:  (for reference only, not comprehensive)

     Rev    ECO#        Description of Change      Date         Number
     -----------------------------------------------------------------
     A      970213-4    New Release                2/13/1997



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ENGINEERING INSTRUCTION (EI)                                             2 of 4
EI10031 Rev.A

5.0  REFERENCES:

     5.1 DOP 10062, Design Reviews
     5.2 EI 100028, EVT Process Validation, Revalidation
     5.3 Technical reference on software development activities by FDA
     5.4 Glossary of computerized system and software development terminology
         by FDA (published August 1995)
     5.5 IEC 601-1-4
     5.6 Medical Devices; Current Good Manufacturing Practice (CGMP), CFR 21,
         Part 820

6.0  DEFINITIONS:

SOFTWARE VALIDATION         Confirmation by examination and provision of
                            objective evidence that the particular requirements
                            for a specific intended use can be consistently
                            fulfilled.    

SOFTWARE VERIFICATION       The demonstration of consistency, completeness, and
                            correctness of the software at each stage and 
                            between each stage of the development life cycle.

PROSPECTIVE VALIDATION      Validation of a computer system or software product
                            prior to its production installation.

RETROSPECTIVE VALIDATION    Validation of a computer system or software product
                            subsequent to its production installation based upon
                            documented production history, testing and control
                            data.  

SOFTWARE                    The automated sequence of operations that cause the
                            hardware to do a specified task. Software may be a
                            set of disk files, EPROMs, Ladder-logics (PLM's)
                            programs, procedures and any associated
                            documentation and data pertaining to the operation
                            of a computer system.

DEVICE SOFTWARE             Software that controls delivery of
                            therapy/treatment to a patient, or participates in
                            delivery of treatment or diagnosis to a patient.

HARDWARE                    The physical pieces of equipment including the
                            machine and any peripheral equipment used for
                            control/monitor activities.

EQUIPMENT                   A system of hardware and software. Some equipment
                            has hardware only.

SOURCE CODE                 The human readable version of the list of
                            instructions (program) that cause a computer to
                            perform a task.

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building/operation and written instructional support. This document is written
or a trained individual to reference as necessary when working.
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<PAGE>   33
ENGINEERING INSTRUCTION (EI)
E110031 Rev. A

RISK                        A measure of the probability and severity of
                            undesired effects often taken as the simple
                            function of severity versus probability.

RISK ASSESSMENT             A comprehensive evaluation of the risk and its
                            associated impact. 

COMPUTER SYSTEM SECURITY    The protection of computer hardware and software
                            from accidental or malicious access, use,
                            modification, destruction, or disclosure, virus,
                            etc. 

SOFTWARE TESTING            May include some of all of the following items
                            below:

A) DEMONSTRATION            Showing that the software meets the written
                            requirements by exercising the software under
                            normal condition.

B) FUNCTIONAL TESTING       The process of exercising or evaluating a system to
                            verify that software satisfies requirements and to
                            identify differences between expected and actual
                            results. Functional testing ignores the internal
                            mechanism or structure of a system or component and
                            focuses on the output generated in response to
                            selected inputs and execution conditions (Syn:
                            Black-box testing).

SOFTWARE FUNCTIONAL         A document which clearly describes each of the
                            essential functions. Specifications and attributes
                            of the software. This may include: operator
                            interface, definition of computations, sequence of
                            events, error handling, etc. Each function should
                            be verifiable by inspection or review, or
                            demonstration, etc.

USER MANUAL                 Documentation that describes how to use the
                            software. 

CHANGE CONTROL              A management system that maintains the integrity of
                            the software in a controlled environment in which
                            changes are proposed, evaluated, and approved prior
                            to their implementation.

7.0 PROCEDURE:

    7.1  Determine the need and level for software prospective/retrospective
         validation, and revalidation by performing a hazard risk analysis (use
         IEC 601-1-4 standard as a guideline for performing a Hazard/Risk
         assessment). Document the decision to validate or not validate.

    7.2  Define the software being validated including the revision number and
         author. Where applicable, define the hardware platform on which the
         software is running and any
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ENGINEERING INSTRUCTION (EI)                                             4 of 4
EI10031 Rev.A

          computer system peripherals to which it interfaces. The definition
          should include the machine name, number, if applicable. This
          definition may include text and/or diagrams.

     7.3  Write/provide a software functional specification which defines the
          specific functions the software is expected to perform. This may
          include text and/or diagram.

     7.4  Write a test protocol which defines and verifies the scenarios for
          each of the functions listed in the functional specifications. Each
          test plan should include expected results, acceptance criteria, and
          the entering of normal and abnormal data and/or invalid sequences.
          This will verify program performance and error handling.

     7.5  Perform the test protocol and record the appropriate data and results.
          Any defects detected during testing shall be corrected or justified
          prior to completion of software validation.

     7.8  After successfully completing all of the validation documentation
          outlined in the previous sections, complete the ECO accompanying the
          software validation report/technical study and document the validation
          results (TS) in the documentation control.

 
8.0  GENERAL REQUIREMENTS/GUIDELINES

     8.1  A test protocol must demonstrate that all relevant requirements are
          challenged by the test.

     8.2  Commercial off the shelf software can be validated by reviews and
          tests to demonstrate that the specific use is consistent with
          published user instructions and that it observes published
          limitations.

     8.3  Define a plan to allow only authorized employees to modify the
          software and data. The plan shall include the security measures which
          have been put in place to control the access to the software and data,
          how the security system will be administered, and a list of authorized
          employees. The security measures may consist of physical lockouts,
          password protection systems, etc. 

     8.4  All new softwares including the changes must be implemented via the
          change control system.

     8.5  All softwares that are part of a manufacturing process/equipment or
          used for quality assurance/control must be validated. A justification
          will be required if validation deemed unnecessary. 

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                                                                        5 of 4
ENGINEERING INSTRUCTION (EI)
E110031 Rev. A

        8.6  When the software being implemented is off the shelf software,
             only the specific features being used require validation (e.g.
             arithmetic, macros, or other features used to customize the
             software). 

        8.7  Black Box testing is an acceptable method for all the commercial
             off the shelf softwares, and the softwares that are part of
             manufacturing process/equipment or used for quality control.

        8.8  The validation of a software shall be performed by a person(s)
             familiar with the expected performance of the software.

        8.9  Each stage of a life cycle for a device software developed by an
             outside contractor (such as requirement, design, implementation,
             test, installation/checkout, operation, and maintenance) must be
             verified/assured by reviews/audits. In addition, contractor who
             develops a device software, must follow design control
             requirements of both ISO and CGMP during the development process.


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Instructions are part of a system which includes observation, hands on
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for a trained individual to reference as necessary when working.
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                                                            EAI CONFIDENTIAL