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                                                                   Exhibit 10.19

                             DISTRIBUTION AGREEMENT
                                (the "AGREEMENT")

                            as of ___________, 2001,
                                 by and between

Given Imaging Ltd., a private company incorporated under the laws of the State
of Israel, having its principal office at 2 Carmel St., New Industrial Park,
Yoqneam, Israel ("GIVEN"), and

_________________ a private company incorporated under the laws of _______
having its principal office at ______________________ ("COMPANY").

                                    RECITALS:

A)   Given is engaged in the development, production, marketing and sale of the
     M2A(TM) Capsule, a DataRecorder(TM) and SensorArray(TM), and the RAPID(TM)
     Work Station for the diagnosis of the Gastro-Intestinal Tract, as listed in
     Schedule A, attached hereto (collectively the "PRODUCT"), and

B)   COMPANY markets, distributes and sells medical equipment and disposable
     items in

C)   Given wishes to appoint COMPANY as the representative of Given's Product in
     the territories identified in Schedule B (the "TERRITORY"), all pursuant to
     the terms and conditions of this Agreement; and

D)   COMPANY wishes to accept such appointment and to act as Given's
     representative in the Territory for the Product pursuant to the terms and
     conditions of this Agreement;

                  NOW THEREFORE, the parties hereto have agreed as follows

         1. APPOINTMENT

                  1.1 APPOINTMENT: Given hereby appoints COMPANY as its
         representative in the Territory for Distribution (as defined
         hereinafter) of the Product. "Distribution" means the right to market,
         distribute and sell the Product in the Territory.

                  1.2 APPOINTMENT OF RESELLERS: COMPANY is granted the right to
         appoint one or more Resellers to market, distribute, and sell the
         Product to Customer(s). Each Reseller appointed by COMPANY must enter
         into a written agreement with COMPANY that contains all material terms
         and conditions set forth in this Agreement. COMPANY will ensure that
         Resellers and Customers comply with the terms of their respective
         agreements and will notify Given of any violation. For the purpose of
         this Agreement, "Resellers" shall mean a third party appointed by
         COMPANY to market, distribute, and sell the Product directly to
         Customers, subject to the terms of this Agreement. "Customer(s)" shall
         mean a customer who has purchased the Product for its own personal use
         and not for further marketing, distribution or sale. No Resellers shall
         relieve COMPANY of any of its obligations under this Agreement. COMPANY
         shall forward to Given a complete copy of each Resellers' agreement
         within 10 days of signing such agreement.

                  1.3 RESTRICTIONS: (i) Such appointment as set froth in Section
         1.1, is subject to any law and directives applicable in the Territory;
         and (ii) COMPANY shall not use the Product for any purpose other than
         the purposes of this Agreement; and (iii) COMPANY shall not sell,
         market distribute, or conduct any marketing activity outside the
         Territory, without the express prior written approval of Given; and
         (iv) COMPANY shall have
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         no distribution rights pursuant to this Agreement for any of Given's
         products other than the Product, whether or not such other products
         are, from time to time, sold by Given; and (v) COMPANY shall Distribute
         the Product, as such, not in combination or integration with or in
         addition to other products or technologies, shall not attempt to
         separate the Product's components or to use a component separately and
         not as part of the Product , without first obtaining Given's prior
         written consent.

         2. TRADEMARKS AND DOMAIN NAMES

                  2.1 Given hereby grants COMPANY a limited license to use and
         display the trademarks Given(TM) , M2A(TM) and RAPID(TM), or any other
         mark owned by Given (collectively "GIVEN'S TRADEMARKS") only for
         marketing purposes in publications, articles, advertisements and other
         promotional materials in connection only with Product supplied by Given
         and only during the term of this Agreement. All advertising and other
         materials in which Given's Trademarks are used shall be subject to
         Given's prior written consent. Upon termination of this Agreement, this
         limited license shall immediately terminate and COMPANY shall cease all
         use of Given's Trademarks. Without limiting the above, all use by
         COMPANY of Given's Trademarks or domain name shall inure to the benefit
         of Given, and COMPANY shall not obtain any rights with respect to
         Given's Trademarks or domain names, other than any rights expressly set
         forth herein. COMPANY hereby irrevocably assigns to Given in perpetuity
         all worldwide right, title and interest, if any, that are owned or
         obtained by the COMPANY in any of Given's Trademarks or domain names.

                  2.2 COMPANY agrees not to attach or apply to the Product and
         any other materials (including packaging) of whatever media, any label,
         marking or other information that has not been approved by Given in
         writing in advance. COMPANY acknowledges that all rights in Given's
         Trademarks and domain names are and shall remain the sole property of
         Given. Given reserves the right to add to, change, or discontinue the
         use of Given's Trademarks or domain names, on a selective or general
         basis, at any time.

                  2.3 COMPANY shall not remove, obscure or obliterate any Given
         patent, trademark or any other proprietary notices incorporated in,
         marked on or affixed to the Product, and shall include such notices in
         marketing materials in accordance with Given's instructions.

         3. [OMITTED]

         4. MARKETING APPROVALS. COMPANY shall be responsible for obtaining all
         regulatory and governmental approvals necessary for the marketing of
         the Products throughout the Territory, and at its sole expense. Given
         shall provide COMPANY with the necessary technical and other
         information about the Products as shall be necessary for COMPANY to
         obtain the approvals. The approvals will be in Given's name.

         5. GIVEN'S RESPONSIBILITIES.

                  Given shall:


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                  a) sell the Products to COMPANY , pursuant to purchase orders
                  to be placed by COMPANY and at the prices, delivery dates and
                  otherwise in accordance with this Agreement.

                  b) provide COMPANY with Product manuals, promotional materials
                  and literature in English.

                  c) provide COMPANY with the services of the Given Contact
                  Centers.

                  d) provide the technical personnel of COMPANY assigned for the
                  sales, service and maintenance of the Product with adequate
                  technical training as to the operation, installation,
                  maintenance, and troubleshooting of the Product. Such training
                  shall take place at COMPANY 's premises, as shall be
                  coordinated in advance.

                  e) assist COMPANY in its promotion efforts by sending
                  representatives to attend and lecture in international medical
                  meetings, as requested by COMPANY , and join customer visits,
                  international trade shows etc., all if coordinated in advance.

                  f) refer to COMPANY inquiries coming from the Territory
                  through other international promotion channels (international
                  advertisements, trade shows etc.) for purchasing Products for
                  use within the Territory.

                  g) give COMPANY a ninety (90) days minimum prior notice of any
                  modifications and improvements in the Products (including
                  specifications, options, features, configuration, prices etc.

                  h) provide COMPANY with all the leads and relevant information
                  received through Given's Webcentric marketing and sales
                  system. The automatic transfer of data will be mutually
                  decided within 90 days of signing this Agreement.

                  i) monitor COMPANY 's activities in the market, by visiting
                  the Territory, at Given's expense.

         6. COMPANY 'S RESPONSIBILITIES.

                  Company shall:

                  a) at its own expense, market the Product for sale in the
                  Territory, including, without limitation, placing
                  advertisements in relevant media, arranging seminars and
                  conferences, participating in trade shows and exhibitions and
                  otherwise actively promote the sales of the Products
                  throughout the Territory.

                  b) Participate in every international
                  congress/convention/exhibit in the Territory in which Given is
                  participating.

                  c) Maintain during the terms of the Agreement, a complete
                  record of all sales of the Products, showing customer name,
                  date of sale, shipping date, instrument model, serial number,
                  and sales order acknowledgement and invoices for all Products
                  covered by this Agreement as well as special terms of the
                  sale, including warranty, installation date and other
                  appropriate information. This information shall be promptly
                  supplied to Given on a monthly bases or the product warranty
                  shall be void. COMPANY shall notify Given on each purchase
                  order of the name and address of the customer and the sales
                  price. A breach of this sub-section (c) shall be regarded as a
                  material breach of the Agreement.

                  d) Notify in writing Given's Regulatory Affairs department
                  point of contact(the "POC") Fax. +972-4-959-2466 immediately
                  and no later than three (3) days from the incident or near
                  incident of any incident or near incident associated with the
                  Product or that was caused by shortcoming in information
                  supplied with the Product, provide


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                  Given's POC all data and information required in order to
                  prepare a medical device agency vigilance report or to fill in
                  FDA form 3417 and 3500A form and otherwise cooperate fully
                  with Given's POC on a timely manner. A breach of this
                  sub-section (d) shall be regarded as a material breach of the
                  Agreement

                  In this sub section d, "incident" shall include, but is not
                  limited to, incident that led or might have led to death or to
                  serious deterioration in the state of health of a patient,
                  user or other person; when the Product would likely to cause
                  or contribute to a death or serious injury if the malfunction
                  were to recur. "a serious deterioration in the state of
                  health" shall include, but is not limited to, life-threatening
                  illness or injury, permanent impairment of a body function,
                  permanent damage to a body structure or a condition
                  necessitating medical or surgical intervention.

                  e) purchase sufficient number of the Product from Given in
                  order to meet the Minimum Commitment requirements set out in
                  Schedule B, attached hereto.

                  f) appoint a representative for implementation of this
                  Agreement, who shall serve as a point of contact. The
                  Representative shall prepare and issue monthly reports
                  detailing COMPANY sales strategy, sales forecast, visits to
                  prospective Customers, competition, inventory, Customers'
                  data, sales volume and other facts relating to the sales of
                  the Product as Given may from time to time reasonably request.

                  g) COMPANY will not make any representations or give any
                  warranties concerning the Product or its capabilities which
                  are false or misleading in anyway or go beyond those
                  warranties and representations made by Given in this Agreement
                  and its manuals.

                  h) Prepare, for Given's approval, a marketing plan and budget
                  to reflect COMPANY plans in connection with the Product.

                  i) apply, maintain and renew, at its expense, any license,
                  permit or other regulatory or governmental approval in Given's
                  name required for the market and sale of the Product
                  throughout the Territory.

                  j) prepare marketing materials and translate, at its expense,
                  basic materials, manuals, literature, web-site content, carton
                  labeling and brochures (which shall be provided by Given in
                  English) to the relevant languages in the Territory. Given
                  shall have no liability in the event of errors in such
                  translations and COMPANY shall defend, indemnify and hold
                  Given's harmless against all costs, damages, expenses or
                  liability arising form an error in the translation and any
                  difference from Given's documents.

                  k) provide Given with a link to the Given web page on its
                  website (if applicable).

                  l) at its sole expense, to install Products, service its
                  customers and perform in-warranty service at end-user's site.

                  m) ensure a high level of professional maintenance, service
                  and, subject to Given's authorization, repair service as well,
                  and in doing so to follow Given's instructions and to utilize
                  only such spare and service parts approved by or obtained from
                  Given.

                  n) purchase from Given from time to time and maintain a stock
                  of spare and service parts and units of the Product in a
                  quantity sufficient to provide high level of service and
                  availability, and purchase and maintain a sufficient number of
                  demonstration units of the Product.

                  o) notify Given of all matters of importance coming to its
                  attention, relating to the Product and their service,
                  competitive information, legislation changes, policies, new
                  products and market trends.


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                  p) refrain from making any change in Product, unless
                  specifically approved by Given in writing.

                  q) Subject to any applicable law or directive, refrain from
                  selling Product to any entity outside the Territory or to any
                  entity who COMPANY reasonably believes shall resell, export or
                  use the Product outside the territory and refer to Given any
                  inquiries regarding the Product coming from outside the
                  Territory.

                  r) cooperate with Given on all matters of medical vigilance
                  and report all Product problems.

                  s) furnish Given with quarterly reports in reasonably
                  sufficient detail specifying sales of the Product in the
                  Territory, and annual selling forecast at least ninety (90)
                  days prior to the beginning of each year of this Agreement and
                  quarterly updates of such forecast at the beginning of each
                  quarter (i.e., January 1, April 1, July 1, October 1) in
                  respect of the ensuing quarter.

                  t) sell the Product only under Given's Limited Warranty, as
                  set forth in this Agreement.

                  u) refrain from appointing sub-dealers, agency or
                  representatives unless such sub-dealer, agency or sales
                  representative undertakes to abide by the terms of this
                  Agreement, and provided that COMPANY shall be responsible for
                  any non-compliance herewith on their part. provide Given from
                  time to time with Purchase Orders detailing quantities and
                  required shipment schedules, together with an irrevocable
                  Letter of Credit to cover the full Purchase Order value to be
                  paid in full 30 days after shipment invoice.

         7. TERMS AND CONDITIONS OF SALE.

                  All purchases of Products by Distributor from Given during the
term of this Agreement shall be subject to the terms and conditions attached
hereto as SCHEDULE B.

         8. PROPRIETARY RIGHTS.

                  8.1 COMPANY undertakes to promptly inform Given of any
         possible infringement by third parties of Given's proprietary rights
         including any duplication of the Product, and to participate with Given
         regarding any legal action against such infringement which, in Given's
         judgment, should be necessary.

                  8.2 In the event that COMPANY notifies Given of a claim it has
         received that the Product or part thereof purchased by COMPANY
         hereunder infringes a third party's proprietary rights in the
         Territory, then Given agrees, at its sole discretion, either to (a)
         defend the claim at its expense, with the cooperation of COMPANY or (b)
         make changes in the Product or part thereof to avoid the claim, or (c)
         purchase the right to use such proprietary right or (d) refund to the
         purchaser the purchase price of the Product less a reasonable deduction
         for use, wear and tear, and depreciation upon Given taking possession
         of such Product. The foregoing states the entire liability of Given
         with respect to infringement of patents or other proprietary rights by
         the Products or part thereof, or by their operation.

                  8.3 COMPANY shall cooperate fully with Given in protecting and
         enforcing Given's rights in the Product and Confidential Information
         (including trademarks and domain names). COMPANY undertakes to assist
         Given and take all


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         reasonable actions necessary to record, register and otherwise
         establish and evidence Given's proprietary rights in and to the
         Products, including without limitation to execute all documents,
         affidavits, assignments and assurances and to provide oral testimony.

                  8.4 COMPANY shall inform Given of any Invention (as defined
         below) relating to the Product and at Given's request and expense
         COMPANY shall and will assign the entire rights, titles and interests
         in and to the Inventions to Given and execute any necessary assignment,
         patents forms, trade marks, and the like and will assist in the
         drafting of any description or specification of the Invention as may be
         required for Given records and in connection with any application for
         patents. COMPANY shall treat all information relating to any Invention
         as Confidential Information. While, where relevant, the name of the
         Inventor on the Patent Applications will be of the inventor, Given
         shall be the exclusive owner of any invention, trademark, copyright,
         improvement know-how or other intellectual property which shall occur
         to COMPANY as a result of providing the services and distribution of
         the Product ("Inventions"), and of any patent, patent application,
         trademark, copyright and such other rights therein, without any
         additional compensation to COMPANY. It is understood that Given shall
         pay COMPANY any expense incurred by it in assisting it, at its request,
         in obtaining patent, trademark, copyright or other protection. Given's
         rights shall be world-wide and shall attach to any such Invention
         notwithstanding that it is perfected or reduced to specific form after
         COMPANY has ceased his services hereunder, provided that its conception
         arose before then.

                  8.5 Without derogating from section 8.4 above, Given shall
         have sole and exclusive ownership rights in any results and information
         relating to, arising out of or resulting from the performance of this
         Agreement by both parties, including, but not limited to all
         copyrights, marketing information and material..

         9. WARRANTY

                  9.1 Given warrants that the Product shall be free from defects
         for a period of one year from the date of the first installation.
         Provided however, that in no event shall any warranty extend more than
         16 months from the date of shipment of the Product.

         This warranty shall not cover consumable components or accessories.

                  9.2 The liability of Given under this warranty is limited to
         the repair by Given or replacement (at Given's option) of any allegedly
         defective part or parts under warranty at its expense, at either a
         Given authorized service center, or, at Given's option, at user's place
         of business. Defective parts replaced by Given as mentioned above,
         shall be returned to Given at COMPANY's expense and Given shall have
         title to such parts. It is a condition precedent to Given's
         undertakings under this warranty that COMPANY notifies Given promptly,
         but not later than 30 days after delivery or occurrence of any alleged
         defect. Such notice shall describe the full extent and nature of the
         problem.

                  9.3 This warranty shall not apply to a Product which has been
         repaired or altered not in accordance with Given's instructions, nor
         shall it apply to a Product which has been subject to misuse,
         unauthorized use, negligence, accident, (including fire, water,
         explosion, smoke, vandalism, etc.) or which has been operated contrary
         to Given's instructions or any other cause beyond Given's control.
         Without derogating from the above, the warranty is void, if at any
         time:


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                  (i) anyone other than Given's authorized personnel removes a
         Product casing and/or attempts to make or makes any internal changes,
         removals, attachments or additions to the Product or components
         thereof;

                  (ii) anyone installs unauthorized software on to the Given
         workstation.

                  9.4 Products or parts thereof may be returned for repair,
         replacement or adjustment only with Given's prior written consent. No
         credit allowances will be given or replacements shipped unless defects
         are verified by Given or Given's authorized personnel.

                  9.5 THE FOREGOING WARRANTY IS COMPANY'S SOLE AND EXCLUSIVE
         REMEDY TOWARD GIVEN, AND IS IN LIEU OF ANY AND ALL OTHER WARRANTIES,
         GUARANTEES, PROMISES, OR REPRESENTATIONS WHETHER WRITTEN, ORAL OR
         IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORINESS OR
         FITNESS FOR ANY PARTICULAR PURPOSE OR USE. IN NO EVENT SHALL GIVEN BE
         LIABLE FOR LOSS OF USE, LOSS OF PROFITS, OR OTHER COLLATERAL, SPECIAL
         OR CONSEQUENTIAL DAMAGES. GIVEN'S TOTAL LIABILITY ARISING UNDER THIS
         AGREEMENT, INCLUDING UNDER SECTION 10 BELOW (Indemnification) AND
         SECTION 8 ABOVE (Proprietary Rights) SHALL BE LIMITED TO THE AMOUNT
         PAID BY THE COMPANY FOR THE PRODUCTS.

                  9.6 It shall be the responsibility of COMPANY, at its sole
         expense, to install Products, service its customers and perform
         in-warranty service at end-user's site. Given's responsibility shall be
         limited to replacing or repairing defective parts and materials under
         warranty and to provide backup technical support to COMPANY.

         10. INDEMNIFICATION

                  10.1 COMPANY shall be liable for and shall indemnify, defend,
         and hold Given harmless against any liability, damages, or loss from
         any claims, actions, suits, judgments, proceedings, demands, recoveries
         or expenses, including, but not limited to, attorneys' fees, arising
         out of, based on, or caused by (a) product claims, representations, or
         warranties, whether written or oral, made or alleged to be made by
         COMPANY or COMPANY's employees, agents or independent contractors, in
         its advertising, publicity, promotion, or sale of any of the Products
         where such product claims, representations, or warranties were not
         provided by, or approved in writing by Given, (b) labeling of the
         Products which was not provided by, or approved by Given, (c) negligent
         handling of the Products by COMPANY or COMPANY's employees, agents or
         independent contractors, (d) negligent installation, demonstration or
         service of the Products by COMPANY or COMPANY's employees, agents or
         independent contractors or (e) any modifications by COMPANY or
         COMPANY's employees, agents or independent contractors, to the
         Products.

                  10.2 Given agrees to indemnify, defend, and hold harmless
         COMPANY, its employees or agents against any claims, suits, or
         judgments for personal injury, property damage, or death to any third
         party made or instituted against COMPANY to the extent that they are
         arising out of the manufacture of the Given's Products. This
         indemnification is conditioned upon COMPANY notifying Given as soon as
         it becomes aware of any such claim or action and COMPANY 's willingness
         to cooperate and authorize Given to carry out the sole management and
         defense of any such claim or action. COMPANY shall not negotiate,
         compromise or settle any claim, action, suit, or judgment without
         Given's prior written consent (which consent may be refused in Given's
         absolute discretion).


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         11. REGULATORY INSPECTIONS

                  11.1 COMPANY shall allow representatives of regulatory
         agencies or authorities with jurisdiction over the manufacture,
         marketing and distribution of the Product to tour and inspect all
         facilities utilized by COMPANY in the testing, distribution, or
         storage, of Product sold under this Agreement, and shall co-operate
         with such representatives in every reasonable manner.

                  11.2 COMPANY shall also provide Given with a copy of any
         notices of adverse findings, regulatory letters or similar
         notifications it receives from any other governmental authority setting
         forth adverse findings or non compliance with any applicable laws,
         regulations or standards relating to the items supplied by it
         hereunder. COMPANY shall also provide Given with a copy of its proposed
         written response to such governmental authority before submission and
         shall incorporate all changes thereto which Given requests.

         12. TERM AND TERMINATION

                  12.1 INITIAL TERM. Subject to the terms and conditions set
         forth herein, and unless terminated earlier in accordance with Section
         11.3 below, the initial term of this Agreement shall be as set forth in
         Schedule B (the "INITIAL TERM").

                  12.2 CONTINUATION. As of the expiration of the Initial Term,
         this Agreement shall continue subject to the right of either Party to
         terminate with no liability by a 6 (six) months prior written notice to
         the other Party (the "TERMINATION NOTICE"), which may be given with or
         without cause and at the sole and absolute discretion of the
         terminating Party.

                  12.3 TERMINATION. This Agreement and COMPANY 's distribution
         rights thereunder shall terminate upon the occurrence of any one of the
         following:

                  (i) 6 months following the delivery of a Termination Notice.;

                  (ii) The delivery by one Party of a written notice to the
         other Party, in the event that the other Party has materially breached
         this Agreement and failed to cure such breach within ninety (90) days
         after having been notified thereof in writing by the terminating Party.

                  (iii) Immediately in the event either party voluntarily files
         a petition in bankruptcy or liquidation, or has such a petition
         involuntarily filed against it, which is not discharged within 45 days
         after filing, or is placed in receivership, or in the hands of a
         trustee for the benefit of creditors or enters into any analogous
         situation or position under the law of any relevant jurisdiction or
         ceases doing business in the marketing, distribution, manufacture, sale
         or lease of Products.

                  12.4 Termination by Given. Given may, at its sole discretion,
         upon 60 days prior written notice, terminate this Agreement in the
         event that: (i) the COMPANY fails to meet the Minimum USD Commitments,
         as defined in Schedule B, attached hereto; or(ii) the COMPANY makes any
         change in its current management or shareholdings which, in the opinion
         of Given, impairs Given's rights under this Agreement; or (iii) the
         COMPANY engages in any illegal, unfair, or deceptive business practices
         or unethical conduct whatsoever, whether or not related to the Product;
         or (iv) challenges, contests or disputes, directly or indirectly
         Given's proprietary rights in the Product or the validity thereof.


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         13. NON-COMPETE

         For the term of this Agreement and, if terminated by COMPANY - 2 years
         thereafter, or otherwise - 1 year thereafter, (the "RESTRICTION
         PERIOD"), COMPANY shall not directly or indirectly engage, nor assist
         any other person, corporation or other entity to engage in the design,
         development, manufacture, sale, marketing or use of any product or
         device that competes with the Product anywhere in the world. In case of
         doubt or disagreement, Given shall have the sole power to determine if
         a product is competitive to the Product sold hereunder.

         14. CONFIDENTIALITY.

                  14.1 COMPANY agrees to receive in confidence any information
         disclosed by Given to COMPANY, including, but not limited to, the
         Product, Inventions or technical information or information of a
         business or commercial nature (hereinafter referred to as "CONFIDENTIAL
         Information") and not to disclose any of the Confidential Information
         to any other person, firm or corporation, and to use the Confidential
         Information only for COMPANY's own use in order to fulfill its
         obligations under this Agreement.

                  14.2 COMPANY agrees that the Confidential Information received
         from Given shall be disclosed only to such of its employees and sales
         or service representatives that have a need to know about such
         Confidential Information for a use authorized by this Agreement.

                  14.3 For the purposes of this Section 14, Confidential
         Information shall not include any information disclosed by Given
         hereunder which (a) is already known to COMPANY and which the COMPANY
         had in its possession in written or physical embodiment from prior to
         the disclosure, unless such Confidential Information was previously
         disclosed by Given, (b) is rightfully received by COMPANY in the
         routine course of business from a third party who acquired such
         Confidential Information and the right to disclose same from Given; (c)
         is approved for release or publication by written authorization of
         Given; or (d) is published by an established publisher (other than
         COMPANY) in a printed publication of which copies have been
         disseminated publicly to more than fifty (50) parties in a country
         wherein Given has sold a substantial quantity of Products.

                  14.4 The obligations respecting Confidential Information
         imposed on COMPANY shall continue during the term of this Agreement and
         for a period of five (5) years after the expiration or termination of
         this Agreement. COMPANY shall return all Confidential Information,
         including all copies thereof, to Given upon expiration, termination or
         cancellation of this Agreement or at such earlier time upon Given's
         request.

                  14.5 COMPANY undertakes to bind its employees, officers,
         sales, technical, maintenance and service representatives, and other
         third parties to whom Confidential Information is disclosed as
         permitted hereunder, to the terms and conditions contained herein.

                  14.6 Unless otherwise specifically stated herein, this
         Agreement does not grant COMPANY any manufacturing, assembly,
         production or licensing rights, or any rights in any patents, patent
         applications, trademarks, and trade names, copyrights or know-how of
         Given.


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                  14.7 COMPANY hereby acknowledges and agrees that in the event
         of any violation hereof, Given shall be authorized and entitled to
         obtain from any court of competent jurisdiction, preliminary and
         permanent injunctive relief as well as an equitable accounting of all
         profits or benefits arising out of such violation, which rights and
         remedies shall be cumulative and in addition to any other rights or
         remedies to which Given shall be entitled under law or under this
         Agreement.

         15. INDEPENDENT CONTRACTORS

         The parties are independent contractors. Nothing in this Agreement
         shall be construed to constitute the parties as principal and agent,
         employer and employee, franchiser and franchisee, partners, joint
         venturers, corporate affiliates, co-owners or otherwise as participants
         in a joint undertaking

         16. ASSIGNMENT

         Neither this Agreement nor any of the rights, interests or obligations
         hereunder shall be assigned by either party without the prior written
         consent of the other party. Notwithstanding the foregoing, Given may
         transfer or assign, in whole or in part, any of Given's rights under
         this Agreement to any such person or entity controlled by or under
         common control with Given, to any successor to all or substantially all
         of the business or assets of Given or in connection with the transfer
         of the operations of Given related to the Product.

         17. MISCELLANEOUS.

                  17.1 DISPUTE RESOLUTION, GOVERNING LAW. This Agreement is
         governed by and shall be construed in accordance with the internal laws
         of Israel. In the event of a dispute that arises between the parties
         hereto based on a claimed breach of this Agreement, the parties shall
         attempt to resolve the dispute by Given's Officer (as defined in
         Schedule B) and COMPANY's Officer (as defined in Schedule B). In the
         event that Given's Officer and COMPANY's Officer could not reach an
         agreement within 30 days from the date such dispute brought to their
         resolution, such dispute shall be determined and settled by mediation
         in Israel under the procedure and rules of the London Court of
         International Arbitration, and if such attempt at mediation shall fail,
         the matter shall be subject to the jurisdiction of the courts of Israel
         and both parties shall have the right to file and submit their claims
         with such court against the other party. All parties agree that the
         Courts of Israel are to have exclusive jurisdiction to settle any
         dispute (including claims for set-off and counterclaim) which may arise
         in connection with the creation, validity, effect, interpretation or
         performance of, or the legal relationships established by this
         Agreement or otherwise arising in connection with this Agreement, and
         for such purposes irrevocably submit to the jurisdiction of the Israeli
         Courts.

                  17.2 PUBLICATION, PRESS RELEASES. Given shall publish on its
         website the existence of this Agreement. In addition, both Parties may
         release Press Releases that refer to the existence of an agreement
         between the Parties, without divulging the commercial details of the
         Agreement, and subject to their respective confidentiality obligations
         to each other. Both Parties shall send the other Party a copy of a
         draft Press Release that refers to the other Party, for advance
         approval before release. Approvals will not be unreasonably withheld,
         and be provided on a timely basis.

                  17.3 RECITALS AND SCHEDULES. All Recitals and all Schedules
         attached to this Agreement constitute an integral part of this
         Agreement. The definitions of this Agreement shall apply to all
         Schedules.


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<Page>

                  17.4 HEADINGS. The headings of sections and subsections of
         this Agreement are inserted only for the purposes of convenience and
         they shall not be construed as to affect the scope, meaning or intent
         of the provisions of this Agreement or any part or portion thereof, nor
         shall they otherwise be given any legal effect.

                  17.5 NOTICES. Any notice given by either party in accordance
         with this Agreement shall be made in writing and delivered by fax and
         by registered mail or by courier, addressed as first set forth, or to
         other addresses as the parties shall designate in prior written notice.

                  17.6 NO WAIVER. Failure by either party to enforce any
         provision of this Agreement will not be deemed a waiver of future
         enforcement of that or any other provision.

                  17.7 FORCE MAJEURE: Neither party shall be responsible for any
         failure to perform due to unforeseen circumstances or to causes beyond
         the party's reasonable control, including but not limited to acts of
         God, war, riot, embargoes, acts of civil or military authorities, fir,
         floods, accidents, strikes, or shortages of transportation, facilities,
         fuel, energy, labor, or materials. In event of any such delay in
         delivery or payment, the party in delay may defer the performance date
         for a period equal to the time of such delay, provided that the lack of
         liquidity by one party shall not constitute a Force Majeure.

                  17.8 SEVERABILITY: If any provision of this Agreement is
         determined to be invalid or unenforceable, the provision shall be
         deemed to be severable from the remainder of this Agreement and shall
         not cause the invalidity or unenforceability of the remainder of this
         Agreement. The parties shall make their best efforts in order to render
         effective such provisions of this Agreement not affected thereby and
         this Agreement will continue in full force and effect.

                  17.9 ENTIRE AGREEMENT. This Agreement, including all
         supplements and Schedules constitutes the entire agreement between the
         parties with respect to the subject matter hereof and supersedes all
         prior agreements, understanding or representations, oral or written
         between the parties hereto regarding such matter.

                  17.10 AMENDMENTS. This Agreement may be modified or amended
         only in writing, signed by duly authorized representatives of both
         parties.

                  17.11 COUNTERPARTS. This Agreement may be executed in one or
         more counterparts, each of which shall be deemed an original, but all
         of which together shall constitute one and the same instrument.

                  17.12 ENGLISH. This Agreement shall be made in the English
         language, which language shall be controlling in all respects. Any and
         all correspondence between the Parties hereto, including training and
         technical or other documents or notices exchanged between the parties
         and with third party relating to this Agreement, shall be in the
         English language only.

                  IN WITNESS WHEREOF, the Parties hereto have executed this
Memorandum of Understanding, as of the date first above written.


GIVEN IMAGING LTD.                                 COMPANY


By:                                                By:
   --------------------------                         --------------------------
Name: Dr. Gavriel D. Meron                         Name:
Title: President and CEO                           Title:


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<Page>

SCHEDULE A

RAPID(TM) WORKSTATION:

         o        Computer Workstation with 17" Display

         o        RAPID(TM)("Reporting And Processing of Images and Data")
                  Application software

         o        Color Ink Jet Printer

         o        System Accessory Package (Cables, Adaptors, Connection Box,
                  Manuals, Documentation)

GIVEN DATA RECORDING KIT:

         o        Dedicated carrying case

         o        DataRecorder(TM)

         o        RecorderBelt(TM)

         o        2 X Rechargeable Battery Packs

         o        Battery Charger

         o        SensorArray(TM)

M2A(TM) 10-PAK

         o        10 M2A(TM) Disposable Imaging Capsules

         o        10 Accessory envelopes, each containing 10 adhesive sleeves, 2
                  adhesive pads, 1 sensor template

         o        10 disposable razors

         o        1 marker.

GIVEN IMAGING SYSTEM STARTER KIT

         o        1 x RAPIDTM Workstation

         o        2 x Given Data Recording Kit

         o        1 x M2A(TM) 10-Pak


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<Page>

SCHEDULE B

1. "TERRITORY" shall be ___________________. Other territories may be added to
this list, under mutual written agreement

2. PRODUCT TRANSFER PRICES shall be as follows:

            RAPID(TM)workstation                 -  __________

            DataRecorder(TM)and SensorArray(TM)  -  __________

            M2A(TM)capsule (each)                -  __________ (Arrives in packs
                                                                of 10)

            Given Imaging System starter Kit     -  __________

         Given reserves the right to increase prices upon 60 days written notice
         to COMPANY. All prices shall remain firm for at least 90 days.

3. SHIPMENT. All sales are FCA ("Incoterm 2000"), Ben Gurion Airport, Israel.
Partial shipments are allowed. Title to the Products purchased hereunder shall
pass to COMPANY and all risk of loss or damage to such Products shall be borne
by COMPANY from the time such Products are given over to the first common
carrier, Israel. Given shall arrange for freight and insurance coverage on
Products, at COMPANY's request and cost, of the type and in the amounts
specified by COMPANY, or, if unspecified, that which in Given's judgment may be
proper, provided that COMPANY shall cover Given's actual cost for such coverage.

         All Products shall be inspected upon receipt from the carrier, and
         claims should be filed with the carrier immediately in the event there
         is evidence of damage. As used in the clauses appearing herein or
         attached hereto, "delivery" shall occur when Products are shipped to
         the point of destination.

         COMPANY shall, prior to Given's scheduled shipment date for Products to
         be delivered to COMPANY, take all actions and provide all certificates,
         undertakings or other papers required of COMPANY to allow for proper
         importation of the Products to the Territory, and COMPANY shall pay all
         duties, taxes, fees, charges or other costs necessary to effect said
         importation.

4. ORDERS AND PAYMENT TERMS: COMPANY shall submit its orders for the Product in
writing to Given. Given shall issue COMPANY, upon shipment of the Products
ordered, invoice for the due amount. Each order to be covered by an irrevocable
Letter of Credit with no recourse for 60 days or Bank Guarantee, partial
shipments allowed. In the event that the order is covered by a Bank Guarantee,
payments shall be made within 60 days of the date of the invoice. All late
payments shall bear interest from the due date until paid, at the rate of LIBOR
plus two and a half (2.5%) percent.

5. INITIAL PURCHASE ORDER: It is agreed that COMPANY will submit a purchase
order for delivery ___________________ in parallel with the signature of this
Agreement, amounting to ______________.

6. ACCEPTANCE: Each Product furnished by Given shall be deemed accepted
immediately by COMPANY unless notice of defect or nonconformity is received, and
approved by Given, within 30 days of delivery or upon installation, whichever
occurs sooner.


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<Page>

7. MINIMUM COMMITMENT:

First year of this agreement (commencing the signing of this contract): US$

Second year of this agreement (commencing the signing of this contract): US$

8. POINT OF CONTACT:

9. INITIAL TERM:

10. for the purpose of section 17.1 of the Agreement, Given's Officer shall be
_________ and COMPANY's Officer shall be _________________.


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