mod2.doc

                             MODIFICATION AGREEMENT


DATE:                          December 31, 1997

PARTIES:      Borrower:    Zevex, Inc.

                  Bank:    Bank One, Utah, NA, a national banking association

RECITALS:

     A. Bank has extended to Borrower credit ("Loan") in the principal amount of
$1,000,000.00  pursuant to the Line of Credit Loan Agreement dated September 29,
1997 ("Loan Agreement").  The unpaid principal of the Loan as of the date hereof
is $-0-.

     B. The Loan and/or guaranty of Loan is secured by, among other things,  the
Security Agreement - Accounts Receivable and Inventory, dated September 29, 1997
by Borrower for the benefit of Bank (the agreements,  documents, and instruments
securing  the  Loan  are  referred  to  individually  and  collectively  as  the
("Security Documents").

     C. The Loan Agreement,  the Security Documents, any arbitration resolution,
and all other agreements,  documents,  and instruments evidencing,  securing, or
otherwise  relating  to the Loan are  sometimes  referred  to  individually  and
collectively as the "Loan Documents".

D. Borrower has requested that Bank modify the Loan and the Loan Documents
as provided herein. Bank is willing to so modify the Loan and the Loan
Documents, subject to the terms and conditions herein.

AGREEMENT:

     For good and valuable  consideration,  the receipt and sufficiency of which
are hereby acknowledged, Borrower and Bank agree as follows:

1. ACCURACY OF RECITALS.

     Borrower acknowledges the accuracy of the Recitals.

2. MODIFICATION OF LOAN DOCUMENTS.

     2.1 The Loan Documents are modified as follows:

     2.1.1.  The defined terms  contained in Section 2.A. of the Loan  Agreement
are hereby amended and restated to read as follows:

     A  Borrowing  Base  Certificate@  means  the  certificate  in the  form and
substance satisfactory to Bank, attached hereto as Exhibit AA@.



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     "Eligible  Accounts  Receivable"  means an Account  owing to  Borrower,  as
determined  by Bank in its sole and absolute  discretion,  which has arisen from
the delivery  and/or  shipment of products  previously made and/or from services
rendered  for which an  invoice  has been  issued by  Borrower  to its  customer
("Customer") and (a) which amount is not subject to any offset,  counterclaim or
defense  asserted by the  Customer,  (b) which  amount is subject to a perfected
security  interest  in favor of Bank and is not  subject  to any other  security
interest,  lien,  claim or  encumbrance,  and (c) which  amount has not remained
unpaid  for more than 59 days  after the due date of the  related  invoice,  (d)
where not more than  fifteen  percent  (15%) of the total  amount  owing  from a
Customer  accounting  for 5% or more of the total  amount  owing to Borrower has
remained  unpaid  for  more  than 89 days  after  the  due  date of the  related
invoice(s),  excepting amounts due from Allergan,  Mentor,  Alaris and Paradigm,
(e)  amounts  due from  Allergan,  Mentor,  Alaris and  Paradigm  which have not
remained  unpaid for more than 30 days after the due date of the related invoice
and do not exceed 25% of the total accounts owing to Borrower,  (f) which amount
is not an uninsured  amount owing from a customer  located in a foreign country,
(g) which  amount is not owing from the United  States of America or any agency,
department of  subdivision  thereof,  unless a properly  executed  assignment of
claims has been  received  by Bank,  (h) which  amount is not the subject of any
threatened or actual  litigation,  (I) which amount is not owing from a Customer
who is also a supplier  or  creditor of the  Borrower,  (j) which  amount is not
owing from a  Subsidiary,  Affiliate,  officer or employee of the Borrower or an
intercompany  transaction,  (k) which amounts are not cash,  C.O.D.  accounts or
deposit payments for future products,  and (l) which amounts are not consignment
accounts,  manufacturer  representative accounts, buy/sell accounts, or bill and
hold accounts.

     "Eligible  Inventory"  means the Inventory  (valued at the lower of cost or
market) of Borrower as determined  by Bank in its sole and absolute  discretion,
to be (a) in good  condition  and salable in the ordinary  course of  Borrower's
business, (b) owned by Borrower free and clear of any mortgages, liens, security
interests, claims, encumbrances or rights of others, excepting only the security
interest in favor of Bank,  subject to a perfected security interest in favor of
bank, (d) not subject to any  consignment  to any Customer,  (e) not acquired by
Borrower in or as part of a bulk transfer of sale or assets unless  Borrower has
complied with all  applicable  bulk sales or bulk transfer laws, and (f) Work in
progress and unsaleable raw materials.

    ALine  of  Credit   Limit@   means  Five   Million   and   00/100   Dollars
($5,000,000.00).

     2.1.2.  There shall be added a new  paragraph  J. to Section 12 bearing the
heading NEGATIVE COVENANTS which shall read as follows:

     J. Acquisitions.  Enter into any acquisitions over $5,000,000.00 per fiscal
year without prior written approval of Bank.

     2.1.3.  Section 13.A.  bearing the heading FINANCIAL  COVENANTS of the Loan
Agreement is modified to read in its entirety as follows:

     A. Debt Coverage.  The Borrower will maintain on a consolidated basis as of
the end of each  fiscal  year a ratio of  (earnings  before  interest  expense +
depreciation  +  amortization)  less  unrealized  gains/(losses)  on securities,
divided by the sum of (current  maturities  of long term debt and capital  lease
payments and interest expense) of not less than 1.4 to 1.0.

     2.1.4.  Section 13.B.  bearing the heading FINANCIAL  COVENANTS of the Loan
Agreement is modified to read in its entirety as follows:

     B.  Tangible Net Worth.  At each date as set forth below the Borrower  will
achieve and maintain a consolidated tangible net worth of not less than:

            Date:                                   Tangible Net Worth:

            December 31, 1997                           $10,000,000.00
            December 31, 1998                           $15,000,000.00

     2.1.5. The additional  percentage points (AMargin@) to be added to the Loan
Index Rate are 0.0 percentage points. The Loan Interest Rate payable on Advances
made  under  the Line of  Credit  as of the date of this  agreement  is 8.5% per
annum.

     2.2 Each of the Loan  Documents  is modified to provide  that it shall be a
default or an event of default  thereunder if Borrower shall fail to comply with
any of the covenants of Borrower herein or if any  representation or warranty by
Borrower  herein is materially  incomplete,  incorrect,  or misleading as of the
date hereof.

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     2.3 Each reference in the Loan Documents to any of the Loan Documents shall
be a reference to such document as modified herein.

3.   RATIFICATION OF LOAN DOCUMENTS AND COLLATERAL.

The Loan  Documents  are  ratified  and affirmed by Borrower and shall remain in
full force and effect as modified herein. Any property or rights to or interests
in property  granted as security in the Loan Documents  shall remain as security
for the Loan and the obligations of Borrower in the Loan Documents.

4.   BORROWER REPRESENTATIONS AND WARRANTIES.

     Borrower represents and warrants to Bank:

     4.1 No  default  or event of  default  under any of the Loan  Documents  as
modified herein,  nor any event,  that, with the giving of notice or the passage
of time or both,  would be a  default  or an event  of  default  under  the Loan
Documents as modified herein has occurred and is continuing.

     4.2 There has been no material adverse change in the financial condition of
Borrower or any other person whose  financial  statement  has been  delivered to
Bank in  connection  with the Loan  from the  most  recent  financial  statement
received by Bank.

     4.3 Each and all  representations  and  warranties  of Borrower in the Loan
Documents are accurate on the date hereof.

     4.4  Borrower  has no claims,  counterclaims,  defenses,  or set-offs  with
respect to the Loan or the Loan Documents as modified herein.

     4.5 The Loan Documents as modified herein are the legal, valid, and binding
obligations of Borrower,  enforceable  against Borrower in accordance with their
terms.

     4.6  Borrower  is  validly  existing  under  the  laws of the  State of its
formation or  organization  and has the requisite power and authority to execute
and deliver this Agreement and to perform the Loan Documents as modified herein.
The execution and delivery of this  Agreement  and the  performance  of the Loan
Documents as modified herein have been duly  authorized by all requisite  action
by or on behalf of Borrower. This Agreement has been duly executed and delivered
on behalf of Borrower.

5.   BORROWER COVENANTS.

     Borrower covenants with Bank:

     5.1 Borrower shall execute,  deliver,  and provide to Bank such  additional
agreements,  documents,  and  instruments  as  reasonably  required  by  Bank to
effectuate the intent of this Agreement.

     5.2 Borrower fully,  finally,  and forever releases and discharges Bank and
its  successors,   assigns,   directors,   officers,   employees,   agents,  and
representatives  from any and all  actions,  causes of  action,  claims,  debts,
demands, liabilities, obligations, and suits, of whatever kind or nature, in law
or equity of Borrower,  whether now known or unknown to Borrower, (I) in respect
of the Loan, the Loan Documents,  or the actions or omissions of Bank in respect
of the Loan or the Loan Documents and (ii) arising from events  occurring  prior
to the date of this Agreement.

     5.3  Contemporaneously  with the execution and delivery of this  Agreement,
Borrower has paid to Bank:

     5.3.1 All  accrued and unpaid  interest  under the Loan  Agreement  and all
amounts,  other than interest and  principal,  due and payable by Borrower under
the Loan Documents as of the date hereof.



<PAGE>


     5.3.2 All the internal and external costs and expenses  incurred by Bank in
connection  with this  Agreement  (including,  without  limitation,  inside  and
outside attorneys, title, filing, and recording costs, expenses, and fees).

     5.3.3 A commitment fee of $4,170.00.

6. EXECUTION AND DELIVERY OF AGREEMENT BY BANK.

     Bank shall not be bound by this  Agreement  until (I) Bank has executed and
delivered this Agreement,  (ii) Borrower has performed all of the obligations of
Borrower  under  this  Agreement  to be  performed  contemporaneously  with  the
execution and delivery of this  Agreement,  (iii) if required by Bank,  Borrower
and  any  guarantor(s)  of the  Loan  have  executed  and  delivered  to Bank an
arbitration  resolution,  and (iv) each  guarantor  of the Loan has executed the
Consent of Guarantor(s) below.

7. INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER.

     The Loan Documents as modified  herein  contain the complete  understanding
and  agreement  of Borrower  and Bank in respect of the Loan and  supersede  all
prior representations, warranties, agreements, arrangements, understandings, and
negotiations.  No  provision  of the Loan  Documents  as modified  herein may be
changed,  discharged,  supplemented,  terminated,  or waived except in a writing
signed by the parties thereto.

8.   BINDING EFFECT.

     The Loan Documents as modified herein shall be binding upon and shall inure
to the benefit of Borrower and Bank and their respective successors and assigns.

9.   CHOICE OF LAW.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the  State  of  Arizona,  without  giving  effect  to  conflicts  of law
principles.

10.  COUNTERPART EXECUTION.

     This Agreement may be executed in one or more  counterparts,  each of which
shall be deemed an original and all of which together  shall  constitute one and
the same document.  Signature  pages may be detached from the  counterparts  and
attached to a single copy of this Agreement to physically form one document.
DATED as of the date first above stated.

BANK:                                                BORROWER::

BANK ONE, UTAH, NA,                              ZEVEX, INC.
a national banking association

BY: /s/ Randy S. Cameron                BY: /s/ Phillip L. McStotts
     Randy S. Cameron                               Phillip L. McStotts
Its: Sr. Vice President                             Its: CFO


<PAGE>


                             CONSENT OF GUARANTOR(S)


     The undersigned  (i) consent to the  modification of the Loan Documents and
all other  matters in the  foregoing  Agreement,  (ii)  reaffirm the  Continuing
Guaranty,  dated  September  29, 1997 and any other  agreements,  documents  and
instruments  securing or otherwise  relating  thereto  ("Guarantor  Documents"),
(iii)  acknowledge  that the  Guarantor  Documents  continue  in full  force and
effect, remain unchanged, except as specifically modified hereby, and are valid,
binding and enforceable in accordance with their  respective  terms,  (iv) agree
that all  references,  if any,  in the  Guarantor  Documents  to any of the Loan
Documents are modified to refer to those documents as modified by the Agreement,
and (v) agree to be bound by the release of Bank set forth in the Agreement.

Dated as of the date of the Agreement.

ZEVEX INTERNATIONAL, INC.

BY:/s/ Phillip L. McStotts
     Phillip L. McStotts, Secretary/Treasurer