DISTRIBUTOR AGREEMENT


         This Distributor Agreement (the "Agreement") is entered into to be
effective as of January 1, 2000 by and between Medwave, Inc. (the "Company") and
Critical Care Concepts, Inc. ("Distributor").

RECITALS:

         The Company engages in the business of manufacturing, marketing and
selling devices used in monitoring blood pressure. Distributor desires to be
appointed, and the Company has agreed to appoint Distributor, as an exclusive
distributor of the Company's products within a defined geographical territory,
pursuant to the terms and conditions of this Agreement.

AGREEMENT:

         In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1.       Designation as Distributor.

                  a. Appointment. Subject to the terms and conditions of this
         Agreement, the Company hereby grants Distributor the right to purchase
         the products listed on Exhibit A attached hereto (the "Product" or
         "Products") for resale to the market segment defined in Exhibit B
         attached hereto ("Market Segment") located within the geographical
         territory described in Exhibit B attached hereto (the "Territory").
         Distributor is not authorized to solicit sales of or sell the Products
         to customers who are not part of the Market Segment or who are located
         outside the Territory.

                  b. Modification and Discontinuance of Products. The Company
         reserves the right to discontinue any Product or Product line, or to
         modify any Product, without incurring any liability to Distributor
         except that Distributor's rights herein shall continue to apply to any
         Product as modified.

                  c. Exclusivity. The Company agrees not to grant any other
         party or to itself sell the Products in the Market Segment in that
         portion of the Territory which is described as the "exclusive"
         Territory in Exhibit B, except as otherwise provided in Sections 1.d
         and 1.e below.

                  d. National Accounts. The Company reserves the right to
         designate certain buying groups, such as Columbia, Premier, Novation,
         Tenent, or Amerinet, which provide for a discounted selling price of
         the Product, as national accounts ("National Accounts"). The Company
         shall provide Distributor with written notice of its designation of any


                                       1

<PAGE>

         company as a National Account. If the Company secures a National
         Account, the Company and Distributor will split equally the amount by
         which the discounted selling price for the Product(s) sold to such
         National Accounts is less than the prices for the Products determined
         in accordance with Section 3.a of this Agreement; provided, however,
         that in no event shall Distributor receive less than a margin of twenty
         percent (20%) in connection with sales of Products to National
         Accounts.

                  e. Rental Agents. The Company reserves the right to set up
         rental agents who would solicit the rental of the Products in the
         Territory. The Company agrees to offer Distributor the opportunity to
         act as a rental agent should the Company decide, in its sole
         discretion, to enter the rental market. If the Company sells Product(s)
         directly to any entity acting as a rental agent in the Territory (other
         than the Distributor), the Company shall pay to Distributor a
         commission equal to twenty percent (20%) of the sales price to such
         rental agent.

                  2.       Purchase of Products.

                  a. Placement of Orders. Distributor shall order the Products
         by delivering a written purchase order to the Company. All orders are
         subject to acceptance or rejection by the Company, at its sole
         discretion. Orders shall be binding upon the Company only upon its
         written acceptance of the purchase order or upon shipment of the
         products, whichever occurs first.

                  b. Terms and Conditions. This Agreement, together with the
         Company's standard terms and conditions of sale, as amended from time
         to time, which are not inconsistent with the terms of this Agreement,
         sets forth the exclusive contract terms between the parties and shall
         apply to all orders for the Products. The Company rejects any terms in
         any order forms submitted by Distributor or other Distributor documents
         which are different from or additional to the provisions hereof and no
         such terms shall be binding upon the Company notwithstanding the
         Company's acceptance and shipment of Products specified in
         Distributor's orders containing such terms.

                  c. Warranties. The Company represents and warrants the
         Products to the end user of the Product in accordance with the
         Company's written limited warranty set forth in the Company's standard
         terms and conditions of sale and the Product literature, as may be
         amended from time to time by the Company ("Limited Warranty"). EXCEPT
         AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY, THE COMPANY MAKES NO
         REPRESENTATION OR WARRANTY TO DISTRIBUTOR OF ANY KIND, EXPRESS OR
         IMPLIED, WITH RESPECT TO THE PRODUCT, WHETHER AS TO MERCHANTABILITY,
         FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF
         DEALING OR USAGE OR TRADE OR ANY OTHER MATTER. NO EMPLOYEE,
         REPRESENTATIVE OR AGENT OF THE COMPANY HAS ANY AUTHORITY TO BIND THE
         COMPANY TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY EXCEPT AS STATED
         IN THE COMPANY'S WRITTEN WARRANTY POLICY.

                                       2
<PAGE>

         3.       Prices and Payment.

                  a. Prices. The prices for the Products payable by Distributor
         to the Company shall be the Company's suggested retail list prices
         which are in effect at the time Distributor submits its order to the
         Company less the percentage discount set forth on Exhibit C attached
         hereto. The Company's suggested retail list prices are subject to
         change at any time in the Company's sole discretion; provided, however,
         such prices shall not be used to determine Distributor's prices for the
         Products until at least ten (10) days after delivery of such revised
         suggested retail price list to Distributor by the Company.

                  b. Taxes; Shipping Costs. All prices are F.O.B. the Company's
         Minnesota facility or the Company's manufacturer's facility.
         Distributor shall pay or reimburse the Company for any and all taxes,
         fees, duties or other governmental charges and for any and all delivery
         and shipping insurance costs.

                  c. Payment. Distributor shall make all payments in U.S.
         dollars at the Company's Minnesota facility by the thirtieth (30th) day
         after the date of the Company's invoice. If the Company does not
         receive payment within such thirty (30) day time period, the Company
         reserves the right to make all future deliveries of the Product on a
         COD basis, until all such past due amounts are paid in full. In
         addition, non-payment is grounds for termination of this Agreement as
         provided in Section 13.a.
         herein.

                  d. Late Payment Fee/Collection Costs. Any amounts not paid by
         Distributor when due will be subject to a late payment fee computed
         daily at a rate equal one and one half percent (1.5%) per month or at
         the highest rate permitted under applicable usury law, whichever is
         lower. In addition, Distributor shall be liable to the Company for all
         costs and expenses incurred by the Company for collection of any such
         amounts not paid when due, including, without limitation collection
         agency fees and reasonable attorneys' fees and expenses, regardless
         whether suit or legal action is commenced.

         4.       The Company's Duties.

                  a. Promotional Materials. The Company shall furnish to
         Distributor at no cost reasonable quantities of currently available
         Product sales literature and materials for Distributor's use in
         soliciting sales of the Products.

                  b. Product Information Seminars. The Company may provide, from
         time to time, at the Company's office, seminars for Distributor and
         Distributor's employees or agents regarding the Products. Appropriate
         sales personnel of Distributor shall attend such seminars. The cost of
         conducting such seminars shall be paid for by the Company and all other
         costs associated therewith, including travel, food and lodging
         expenses, shall be paid by Distributor.

                  c. Initial Product Information Seminars. As soon as reasonably
         practical after execution hereof, the Company agrees to hold an initial
         Product information seminar for Distributor's sales personnel at a time


                                       3

<PAGE>

         and a location mutually agreed upon between the parties. The Company
         agrees to create appropriate education material for dissemination at
         such seminar. The cost of conducting such seminar shall be paid for by
         the Company, including, without limitation, any travel, food and
         lodging for the Company's personnel. The cost associated with
         attendance by Distributor's sales personnel shall be paid by
         Distributor, including, without limitation, any travel, food and
         lodging expenses of Distributor's sales personnel.

                  d. Upgrading Demonstration Products. If the Company
         significantly improves the Products, it agrees to upgrade the
         demonstration Products in Distributor's possession or replace such
         demonstration units with a new revised demonstration Product, at no
         cost to Distributor.

         5. Distributor's Duties. Distributor agrees to perform the following
duties at Distributor's own expense.

                  a. Promotion. Distributor shall use Distributor's best efforts
         to promote the acceptance and sale of, and to solicit inquiries and
         orders for, the Products in the Territory. Distributor shall direct to
         the Company all orders and inquires it receives concerning the Products
         from parties outside of the Territory or from parties who are not part
         of the Market Segment. Distributor agrees not to promote, sell or
         deliver any of the Products outside of the Territory or to any party
         not part of the Market Segment. Distributor agrees to classify the
         Products as part of the "exclusive" products marketed and sold by
         Distributor, and, as such, shall provide its sales personnel with
         additional incentives to market and sell the Products as compared to
         Distributor's "non-exclusive" products.

                  b. Noncompetition. During the term of this Agreement,
         Distributor agrees to not, directly or indirectly, represent, solicit,
         sell, rent or purchase any product (including any non-invasive blood
         pressure devices) that competes with the Products in the Territory.

                  c. Training. Distributor shall provide the customers in the
         Territory with the training necessary for the customer to utilize the
         Product in accordance with the Company's written training protocol, as
         amended from time to time. Distributor shall provide such training to
         National Accounts at the Company's written request, provided, that the
         parties agree on a percentage commission payable to Distributor for
         such services, as provided in Exhibit C attached hereto.

                  d. Customer Complaints. Distributor agrees to immediately
         report to the Company any customer complaints and, at the Company's
         request, investigate and report on any customer complaints concerning
         Products sold or delivered within the Territory. In addition, the
         Distributor agrees to support the complaint process developed and
         utilized by the Company.

                  e. Written Reports. Distributor shall supply to the Company on
         a monthly basis a written report of Distributor's projected sales of


                                       4
<PAGE>

         Products for the following ninety (90) day period. Such report shall
         also contain a list of the names of each customer that purchased the
         Product during the prior calendar month and the date of purchase.

                  f. Representations and Warranties. Neither Distributor nor
         Distributor's employees or agents shall make any representation or
         warranty with respect to the Products except those specifically set
         forth in written materials and product literature provided by the
         Company.

                  g. Recall. In the event of a recall of any of the Products,
         Distributor will cooperate fully with the Company effecting such a
         recall, including without limitation, promptly contacting any customers
         which the Company desires be contacted during the course of any such
         recall and promptly communicating to such customers such information or
         instructions as the Company may desire be transmitted to such
         customers.

                  h. Laws and Regulations. Distributor shall conform to all
         applicable laws and regulations and to the highest business ethics in
         performing Distributor's obligations in accordance with the terms of
         this Agreement.

                  i. Trade Shows. Distributor shall attend state and regional
         trade shows in the Territory relating to the Products and shall assist
         the Company, at the Company's request, in staffing a booth sponsored by
         the Company at any national trade show.

         6.       Quota.

                  a. Initial Quota. Distributor shall resell that number of the
         Products in the Territory during the initial eighteen (18) month period
         during the Initial Term of this Agreement as set forth on Exhibit E
         attached hereto ("Quota").

                  b. Consequences of Failure to Meet Quota. If Distributor fails
         to meet at least eighty percent (80%) of the Quota during any Quota
         period, the Company shall have the right to terminate this Agreement as
         follows: (a) the Distributor shall have sixty (60) days following the
         end of such Quota period to cure the shortfall in sales (which shall be
         calculated as sales in excess of the monthly allocation of the current
         Quota for such sixty (60) day period); and (b) if the shortfall is not
         cured, the Company can terminate this Agreement by giving sixty (60)
         days prior written notice to Distributor. The Company may not terminate
         this Agreement if Distributor's failure to meet Quota was due to the
         Company's inability to fill orders for Products submitted by
         Distributor.

                  c. Future Quota. The parties agree to negotiate in good faith
         to establish Quota for the second eighteen (18) month period during the
         Initial Term of this Agreement, and for the Renewal Term, if any. If
         the parties are unable to agree on such Quota within thirty (30) days
         after the end of the last established Quota period, the Quota shall not
         exceed one hundred twenty five percent (125%) of the prior Quota period
         or of the actual sales performance of Distributor during the prior
         Quota period, whichever is greater.


                                       5
<PAGE>

         7. Trademarks, Patents and Use of Name. Distributor acknowledges that
the Company is not by this Agreement granting any right or license whatsoever,
by implication, estoppel or otherwise, to Distributor to utilize any
information, know-how, proprietary data, trademarks or patent rights which the
Company may have or may secure in the future relating to any of the Products.
Distributor agrees not to use the Company's name, any other similar name or any
other trademark of the Company except to indicate that Distributor is an
authorized sales Distributor of the Company in advertising, pamphlets,
letterhead or other media approved in writing by the Company prior to its use or
dissemination.

         8.       Confidential Information.

                  a. Definition. "Confidential Information" with respect to a
         party means any information or compilation of information which is
         proprietary to such party and which relates to its existing or
         reasonably foreseeable business, including, but not limited to, trade
         secrets and information contained in or relating to product designs,
         manufacturing methods, processes, techniques, tooling, sales
         techniques, marketing plans or proposals, pricing and sales
         information, financial information, existing or potential customer
         lists and all other customer information. Information shall be treated
         as Confidential Information irrespective of its source and all
         information which such party identifies as being "confidential" or
         "trade secret" shall be presumed to be Confidential Information.

                  b. Nondisclosure. During the term of this Agreement and at all
         times thereafter, each party agrees to hold in strictest confidence and
         to never disclose, furnish, communicate, make accessible to any person
         or use in any way for its own or another's benefit any Confidential
         Information relating to the other party or permit the same to be used
         in competition with such other party. Each party agrees to refrain from
         such acts and omissions which would reduce the value of the
         Confidential Information to such other party.

         9. Assignment of Inventions. Distributor agrees to and does hereby
assign to the Company any inventions created or conceptualized by Distributor or
any of its employees during the term of this Agreement relating to non-invasive
blood pressure monitoring. Distributor agrees, at the Company's expense, to give
the Company all reasonable assistance it reasonably requires to perfect, protect
or use its right to such inventions.

         10.      Independent Contractor.

                  a. Relationship. Distributor is and shall remain an
         independent contractor and is not and shall not be deemed to be an
         employee, joint venturer, partner or franchisee of the Company for any
         purpose whatsoever. Accordingly, Distributor shall be exclusively
         responsible for the manner in which Distributor performs Distributor's
         duties under this Agreement and for the profitability or lack thereof
         of Distributor's activities under this Agreement. All financial
         obligations associated with Distributor's business are the sole
         responsibility of Distributor. Distributor does not have, and shall not
         represent itself as having, any right or authority to obligate or bind
         the Company in any manner whatsoever.

                                       6
<PAGE>


                  b. Employee Obligations. Distributor shall be solely
         responsible to Distributor's own employees for any compensation due
         them and for compliance with all applicable laws with respect to
         workmen's compensation, withholding taxes, unemployment compensation,
         social security payments, and any other charges against compensation
         imposed by any governmental authority as to Distributor's own
         employees. Distributor agrees to provide proof of workmen's
         compensation coverage for Distributor's employees upon the request of
         the Company.

         11.      Indemnification.

                  a. By Distributor. Distributor shall indemnify and hold the
         Company harmless from any and all loss, damage, liability, cost or
         expense (including reasonable attorneys' fees and expenses) which the
         Company may suffer or incur as a result of any third party claim of any
         kind whatsoever alleging personal injury, damage, economic loss or
         other damage caused by or arising out of: (i) any act or omission by
         Distributor or any of Distributor's employees or agents which violates
         this Agreement; (ii) any representation or warranty given by
         Distributor, or Distributor's employees or agents regarding the
         Products which is different from or in addition to the representations
         and warranties regarding the Products contained in the Company's
         written marketing and promotional materials; (iii) the demonstration,
         installation, servicing or repair of the Products carried out by
         Distributor or Distributor's employees or agents, contrary to the
         instructions of or without the authorization of the Company; (iv) any
         Product defect proximately caused by or resulting from the willful act
         or negligence of Distributor, Distributor's agents or employees; or (v)
         the employment or engagement by Distributor of any person or entity.

                  b. By the Company. The Company shall indemnify and hold the
         Distributor harmless from any and all loss, damage, liability, cost or
         expense (including reasonable attorneys' fees and expenses) which
         Distributor may suffer or incur as a result of any third party claim of
         any kind whatsoever alleging personal injury, damage, economic loss or
         other damage caused by or arising out of (i) any act or omission by
         Distributor or any of Distributor's employees or agents which violates
         this Agreement; (ii) the defective manufacture of the Products or the
         negligent design of the Products, (iii) the breach of the written
         warranty, if any, provided by the Company to end users regarding the
         Products, or (iv) the employment or engagement by the Company of any
         other person or entity.

                  c. Right to Defend Third Party Claims. The indemnified party
         shall notify the indemnifying party of any third party claim made
         against it within ten (10) days of knowledge of the same if the
         indemnified party intends to seek indemnity with respect to such claim
         under this Section. The indemnifying party shall have the right to
         undertake, conduct and control, through counsel of its own choosing,
         the defense and settlement of any such claim. The indemnified party
         shall have the right to be represented by counsel of its own choosing,
         but at its own expense. So long as the indemnifying party is contesting
         any such claim in good faith, the indemnified party shall not pay or
         settle such claim.

                                       7
<PAGE>

         12. Term. This Agreement shall commence as of the effective date set
forth on the first page of this Agreement and shall remain in effect for a
period of three (3) years (the "Initial Term"), unless terminated earlier
pursuant to the terms of Section 13. This Agreement shall automatically renew
for one additional one (1) year term (the "Renewal Term") if Distributor meets
its sales Quota for the entire Initial Term. Otherwise, this Agreement may only
be renewed after the expiration of the Initial Term or the Renewal Term by the
mutual written agreement of both parties hereto.

         13.      Termination.

                  a. Nine Month Review. At the end of the first nine (9) months
         after the effective date of this Agreement, the parties agree to meet
         to discuss any issues either party may have relating to this Agreement
         (the "Nine Month Review"). Each party agrees to raise with the other
         party any issues it has with the other party at the Nine Month Review
         and to discuss the issues raised by the other party during the Nine
         Month Review. After the nine Month Review, but no later than ten (10)
         months after the effective date of this Agreement, the Company shall
         have the right to terminate this Agreement effective immediately upon
         delivery of written notice to Distributor if the Distributor has failed
         to resell three hundred forty (340) units of Products during the nine
         (9) month period; and Distributor shall have the right to terminate
         this Agreement effective immediately upon delivery of written notice to
         the Company if the Company has failed to resolve issues raised by
         Distributor relating to material non-performance of the Products or the
         Company was unable to produce sufficient quantities of the Product in
         the nine (9) month period in order to keep up with customer demand in
         the Territory.

                  b. Breach of Agreement. Either party may terminate this
         Agreement by delivery of written notice to the other party if the other
         party breaches any of the terms and conditions of this Agreement;
         provided, however, such notice shall not be effective unless and until
         such breach remains uncured for a period of thirty (30) days after
         delivery of such notice; provided, however, if such breach is
         non-payment by Distributor, the cure period shall be fifteen (15)
         business days rather than thirty (30) days. Failure to meet the Quota
         for the Territory, as defined in Exhibit E, shall allow the Company to
         terminate this Agreement in accordance with the provisions of Section
         6.

                  c. Insolvency. Either party may terminate this Agreement
         effective immediately upon delivery of written notice to the other
         party, if the other party (i) ceases to actively conduct Distributor's
         business, (ii) files a voluntary petition for bankruptcy or has filed
         against Distributor an involuntary petition for bankruptcy not
         dismissed within sixty (60) days in case of involuntary filing, (iii)
         becomes unable to pay Distributor's debts as they become due, (iv)
         makes a general assignment for the benefit of its creditors or (v)
         applies for the appointment of a receiver or trustee for substantially
         all of it's property or assets or permits the appointment of any such
         receiver or trustee who is not discharged within sixty (60) days of
         such appointment.


                                       8
<PAGE>

                  d. Sale to Competitor. The Company may terminate this
         Agreement effective immediately upon delivery of written notice to
         Distributor if a direct competitor of the Company acquires ownership or
         control of the Distributor by any means, including, without limitation,
         by way of merger, reorganization, stock sale, stock redemption or sale
         of all or substantially all of the assets of Distributor, without the
         Company's prior written consent.

         14.      Effect of Termination.

                  a. Return of Supplies and Confidential Information. Upon
         expiration or termination of this Agreement, Distributor shall
         immediately cease soliciting orders for the Products and using the
         Company's trademark(s), and shall, within ten (10) days after request
         by the Company, return to the Company any supplies provided at no
         charge and copies of Product literature and materials and all documents
         or copies thereof containing any Confidential Information of the
         Company. Distributor shall be entitled to retain copies of Product
         literature necessary to resell any existing Products in Distributor's
         inventory subject to the provisions of subsection c below.

                  b. Payment Obligations. Distributor shall promptly pay when
         due any amounts owing to the Company on orders of the Products accepted
         by the Company prior to the effective date of expiration or
         termination.

                  c. Repurchase of Product Inventory. Upon expiration of this
         Agreement, upon the termination of this Agreement by Distributor in
         accordance with Section 13 or upon the termination of this Agreement by
         the Company in accordance with Section 13(a), the Company shall
         repurchase from Distributor any current, non-damaged Products with
         serial numbers contained in Distributor`s inventory ("Serial Product
         Inventory") and any demonstration Products in Distributor's possession
         ("Demonstration Products"), as of such date. Upon termination of this
         Agreement by the Company in accordance with Section 13 (b), (c) or (d),
         the Company shall have the option to repurchase, in its sole
         discretion, the Serial Product Inventory and the Demonstration
         Products. Upon expiration or any termination of this Agreement, for
         whatever reason, the Company shall have the option to repurchase, in
         its sole discretion, the non-serial numbered Products in Distributor's
         inventory ("Non-Serial Product Inventory").

         The Company shall pay to Distributor, within thirty (30) days after its
         receipt of the repurchased Product inventory, the original purchase
         price paid by Distributor for the repurchased Product inventory, less
         (i) a fifteen percent (15%) restocking charge for the Serial or
         Non-Serial Product Inventory which was purchased by Distributor no more
         than six (6) months prior to the effective date of expiration or
         termination, less (ii) a twenty five percent (25%) restocking charge
         for Serial or Non-Serial Product Inventory purchased more than six
         months prior to the effective date of expiration or termination, and
         less (iii) accumulated appreciation on the Demonstration Product
         Inventory. The Company shall also deduct from such payment any and all
         taxes, shipping and handling costs incurred in the repurchase of such
         Product inventory. Distributor shall have the right to sell any

                                       9
<PAGE>

         Products in its inventory, which are not repurchased by the Company as
         provided above, for a period of ninety (90) days following the
         effective date of expiration or termination.

                  d. Sales By Company. During any termination notification
         period required under this Agreement or as required under any
         applicable law or statute, the Company shall have the right to directly
         contact and sell the Products to customers in the Territory. The
         Company shall pay to Distributor the percentage commission set forth in
         Exhibit C on any order for Products solicited by the Company which is
         submitted by a customer located in the Territory prior to the effective
         date of termination of this Agreement within ten (10) days after
         receipt of payment from the customer for such order.

         15.      General Provisions.

                  a. Notices. Any notice or other communication required or
         permitted under this Agreement shall be in writing and shall be deemed
         to have been delivered (i) when received, if personally delivered or
         (ii) one business day after being sent by a nationally recognized
         overnight courier service which provides a return-receipt, delivery fee
         prepaid and is addressed to the appropriate party using the address as
         stated under such party's signature space on this Agreement. If either
         party changes its address, such party shall provide written notice of
         such change to the other party, however, such change of address shall
         not be effective until actually received by the other party.

                  b. Entire Agreement. This Agreement, together with the
         Exhibits attached hereto, constitutes the entire Agreement between the
         parties and supersedes any and all prior and contemporaneous oral or
         written understandings between the parties relating to the subject
         matter of this Agreement.

                  c. Modification or Waiver. No purported amendment,
         modification or waiver of any provision of this Agreement shall be
         binding unless set forth in a writing signed by both parties (in the
         case of amendments and modifications) or by the party to be charged
         thereby (in the case of waivers). Any waiver shall be limited to the
         circumstance or event specifically referenced in the written waiver
         document and shall not be deemed a waiver of any other term of this
         Agreement or of the same circumstance or event upon any recurrence of
         such circumstance or event.

                  d. Assignment. Distributor shall not assign, transfer or sell
         all or any part of Distributor's rights or obligations hereunder, by
         operation of law or otherwise, without the prior written consent of the
         Company. This Agreement shall be binding upon and inure to the benefit
         of any successor or assignee of the Company and of any permitted
         successors and assigns of Distributor as provided above.

                  e. Severability and Interpretation. In the event that a court
         of competent jurisdiction holds a provision of this Agreement invalid,
         the remaining provisions shall nonetheless be enforced in accordance
         with their terms. Further, in the event that any provision is held to

                                       10
<PAGE>

         be overbroad as written, such provision shall be deemed amended to
         narrow its application to the extent necessary to make the provision
         enforceable according to applicable law and shall be enforced as
         amended.

                  f. Injunctive Relief. In addition to any other relief afforded
         by law, the Company shall have the right to enforce covenants contained
         in Sections 5.b., 7, 8, and 12.a. hereof by specific performance and
         preliminary, temporary and permanent injunctive relief against
         Distributor and any other person concerned thereby. Damages, specific
         performance and injunctive relief are all proper modes of relief and
         shall not be considered alternative remedies.

                  g. LIMITATION OF REMEDY. THE COMPANY SHALL HAVE NO LIABILITY
         TO DISTRIBUTOR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
         DAMAGES OF ANY DESCRIPTION, WHETHER ARISING OUT OF WARRANTY OR OTHER
         CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE FOR ANY FAILURE TO
         TIMELY DELIVER PRODUCT.

                  h. No Third Party Beneficiaries. No person or entity is a
         third party beneficiary to this Agreement.

                  i. Survival. The provisions contained in Sections 8, 9, 12 and
         13 shall survive the execution and termination of this Agreement.

                  j. Arbitration. Any dispute, controversy or claim arising out
         of or relating to this Agreement or the relationship between the
         parties shall be settled by binding arbitration in accordance with the
         rules of the American Arbitration Association ("AAA"). Such arbitration
         shall be conducted exclusively in the metropolitan area of New York,
         New York or such other location as the parties may mutually agree. The
         arbitration shall be conducted by one (1) arbitrator mutually agreed
         upon between the parties. If the parties are unable to agree upon a
         single arbitrator within thirty (30) days after one party has delivered
         written notice to the other party requesting arbitration of a stated
         dispute, each party shall select one arbitrator and the selected
         arbitrators shall select a third arbitrator in accordance with the AAA
         Rules. The decision of the arbitrator(s) shall be final and accorded
         full faith and credit and entitled to recognition and enforcement by
         the federal and state courts of the United States. Any arbitration
         award shall set forth findings of fact and conclusions of law. The
         parties may pursue preliminary injunctive or offer temporary relief in
         any court of competent jurisdiction pending the outcome of arbitration.


                                       11
<PAGE>



         The parties have executed this Agreement in the manner appropriate to
each to be effective the day and year entered on the first page hereof.


                                   CRITICAL CARE CONCEPTS, INC.
                                   ("Distributor")


                                   By /s/ Robert M Stonikas
                                      Its President
                                   Address:
                                   3135 Avalon Ridge Place, Suite 200
                                   Norcross GA 30071


                                   MEDWAVE, INC
                                   (the "Company")


                                   By /s/ Tim O'Malley
                                      Its  President
                                   Address:
                                   4382 Round Lake Road West
                                   Arden Hills, MN 55112-3923