<PAGE>
 
                                  OEM AGREEMENT


         THIS AGREEMENT, effective this 5th day of February, 1998, by and
between MARQUETTE MEDICAL SYSTEMS, INC., a Wisconsin corporation, having a place
of business at 8200 West Tower Avenue, Milwaukee, Wisconsin 53223 (hereinafter
called "Seller") and OPTICAL SENSORS INCORPORATED, a Delaware corporation, with
principal offices located at 7615 Golden Triangle Drive, Suite A, Minneapolis,
Minnesota 55344 (hereinafter called "Buyer").

                              W I T N E S S E T H:

         WHEREAS, Seller currently manufactures and markets directly to end
users and through the Buyer an optical blood gas module known as OnlineABG (the
"Module").

         WHEREAS, Seller and Buyer desire to enter into this Agreement to
supersede and replace the Supply Agreement dated August 22, 1996 between Seller
and Buyer (the "Supply Agreement").
 .
         WHEREAS, Buyer markets a stand-alone medical monitor and desires to
purchase Modules from Seller pursuant to this Agreement to incorporate the
Module into Buyer's monitor.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt of which is hereby mutually acknowledged, the parties hereto agree as
follows:

1. DEFINITIONS

   A.   The term "Accessory Items" shall mean service/repair parts or
        accessories for use in connection with Modules.

   B.   The term "Affiliate" shall mean any person, firm or entity
        controlling, controlled by or under common control with, a party
        to this Agreement.

   C.   The term "Agreement" shall mean this OEM Agreement.

   D.   The term "Contract Products" shall mean Modules and Accessory
        Items currently manufactured, assembled or sold by Seller. The
        Accessory Items being manufactured, assembled, or sold by Seller
        as of the date of this Agreement are listed in Schedule C hereto.

   E.   The term "Contract Year" shall mean each sequential twelve (12)
        month period during the term of this Agreement with the first such
        period commencing on the effective date.
<PAGE>
 
   F.   The term "Monitor" shall mean all medical monitors manufactured or
        assembled by or on behalf of Buyer during the term of this
        Agreement into which Buyer incorporates or includes as an add-on
        Modules or Accessory Items. The Monitor being manufactured or
        assembled by or on behalf of Buyer, or as to which manufacture or
        assembly is contemplated by Buyer, as of the date of this
        Agreement is listed in Schedule B hereto.

   G.   The term "Specifications" shall mean the specifications for the
        Module set forth in Schedule A hereto, as may be amended from time
        to time upon mutual agreement of the parties.

2. SUPPLY OF CONTRACT PRODUCTS

   A.   Seller shall manufacture the Modules in accordance with the
        Specifications. Seller shall sell to Buyer such quantities of
        Contract Products as Buyer orders pursuant to Section 4.B.
        Contract Products purchased by Buyer from Seller hereunder shall
        be used by Buyer solely in the design, manufacture or assembly of
        Monitors or for the replacement of Contract Products so used.

   B.   Notwithstanding the above, nothing herein shall grant Buyer any
        right with respect to any of Seller's trademarks, except as they
        may appear on Contract Products.

3. PRICES

   A.   The unit price for each Module shall be $_________. The Buyer may
        elect to purchase Accessory Items from the Seller and the unit
        prices for Accessory Items shall be the prices set forth in
        Schedule C, plus any sales, use, excise or similar taxes. The
        Buyer may elect to purchase Accessory Items directly from original
        manufacturers and if the Buyer elects to do so, the Seller shall
        supply a letter of authorization to the original manufacturers.
        [PORTIONS OF THIS SECTION HAVE BEEN OMITTED PURSUANT TO A REQUEST
        FOR CONFIDENTIALITY UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE
        ACT OF 1934, AS AMENDED. A COPY OF THIS AGREEMENT WITH THIS
        SECTION INTACT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
        EXCHANGE COMMISSION.]

   B.   Prices, billing, and payment hereunder shall be in U.S. Dollars.

4. PURCHASES

   A.   Commencing on the date of this Agreement and on the first day of
        every calendar quarter thereafter while this Agreement is in
        effect, Buyer shall deliver to Seller a forecast covering its
        estimated requirements for Modules 

                                       2
<PAGE>
 
        for the next twelve (12) calendar months. Such forecast shall constitute
        a non-binding good faith of estimate of Buyer's anticipated purchases
        for those months.

   B.   Buyer will, from time to time, submit written purchase orders for
        Modules to Seller specifying a shipment date, which shipment date
        shall in no event be less than 90 days from the date of delivery
        of such purchase order. Buyer shall also submit purchase orders
        for Accessory Items it purchases pursuant to this Agreement. Each
        purchase order, without any acceptance by Seller, shall give rise
        to a contract for the purchase of Modules under the terms set
        forth in this Agreement to the exclusion of any additional or
        contrary terms set forth in any purchase order, acceptance,
        invoice or other document.

   C.   Buyer agrees to purchase and take delivery from Seller during each
        Contract Year, a minimum of _____ (___) Modules. In the event that
        Buyer, as of the end of any Contract Year, shall not have ordered
        _____ (___) Modules, Seller may immediately invoice Buyer for the
        delivery of the remaining modules, provided that Seller actually
        deliver such Modules to Buyer. [PORTIONS OF THIS SECTION HAVE BEEN
        OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALITY UNDER RULE 24B-2
        OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. A COPY OF THIS
        AGREEMENT WITH THIS SECTION INTACT HAS BEEN FILED SEPARATELY WITH
        THE SECURITIES AND EXCHANGE COMMISSION.]

   D.   Title and risk of loss or damage to Contract Products shall pass
        to Buyer upon delivery at Seller's plant to either Buyer or a
        common carrier. Shipping costs and insurance are the sole
        obligation of Buyer. Seller will make all arrangements for
        shipments of Contract Products in accordance with Buyer's shipping
        instructions. Buyer shall insure each shipment of Contract
        Products with a reputable insurer for the full invoice value of
        such shipment.

5. PAYMENT

   Seller will invoice Buyer upon shipment of Contract Products. All
   purchases hereunder shall be for cash, with the amount thereof due and
   payable within thirty (30) days after delivery of Contract Products.
   Interest at a rate of one and one-half (1 1/2%) percent per month shall
   be applied to alL accounts delinquent by more than thirty (30) days.

6. CONTRACT ACCESSORY AND SERVICE ITEMS

   Seller shall supply Accessory Items to Buyer for the entire duration of
   this Agreement and for a period of three (3) years following the last
   Module shipment. During each year of said three (3) year period, the
   prices for Accessory Items shall be subject to negotiation by the
   parties hereto annually.

                                       3
<PAGE>
 
7. WARRANTY

   A.   Seller warrants that each Module purchased under this Agreement
        will conform to the Specifications (or any revised specifications
        agreed to by the Buyer) and is free from any defect in design,
        workmanship, and materials.

   B.   Buyer shall inspect the Contract  Products  within thirty (30) days of 
        receipt to determine whether the Contract Products conform to the
        Purchase Order and whether the Modules function in accordance with the
        Specifications. Buyer's inspection for determining whether the Modules
        function in accordance with the Specifications shall be approved in
        advance by Seller, which approval shall not be unreasonably withheld or
        delayed. Buyer's failure to notify Seller, in writing, within 30 days of
        delivery by the Seller of the Contract Products to Buyer shall
        constitute an irrevocable acceptance of such Contract Products and a
        waiver of any claim for breach of any warranty with respect to such
        Contract Products. Any Contract Product not passing this inspection may,
        at Buyer's option, be returned to Seller for repair or replacement
        within 60 days following delivery of the Contract Product to the Buyer,
        provided that Buyer has filed notice with the Seller as provided above.

   C.   Seller's sole obligation under warranty shall be to repair or
        replace, without charge, Contract Products or parts of Modules to
        Buyer. Seller shall pay shipping costs in both directions for
        warranty related activities.

   D.   For any Module not covered by Seller's warranty, Buyer will have
        right either to service the Module directly, or to ask Seller to
        provide Buyer with quotation for contract service. Seller's
        warranty shall not apply to any Modules that are serviced by
        Buyer.

   E.   THE  FOREGOING  WARRANTIES  ARE IN LIEU OF ALL  OTHER  WARRANTIES,  
        EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF
        MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE
        SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER'S LIABILITY ON ANY
        CLAIM, WHETHER IN CONTRACT OR OTHERWISE, FOR ANY LOSS OR DAMAGE ARISING
        OUT OF, CONNECTED WITH, OR RESULTING FROM THE MANUFACTURE, SALES,
        DELIVERY, RESALE, REPAIR, REPLACEMENT OR USE OF ANY CONTRACT PRODUCT OR
        ANY PART THEREOF SHALL IN NO CASE EXCEED THE PRICE PAID BY BUYER FOR
        SAID CONTRACT PRODUCT WHICH GIVES RISE TO THE CLAIM. IN NO EVENT SHALL
        SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES TO
        BUYER EXCEPT WHEN AND TO THE EXTENT THAT SUCH DAMAGES ARE DIRECTLY
        CAUSED BY A DEFECT IN CONTRACT PRODUCTS PURCHASED PURSUANT TO 

                                       4
<PAGE>
 
        THIS AGREEMENT AND RESULT IN BODILY INJURY TO ANY PERSON.

8. INTELLECTUAL PROPERTY

   Seller acknowledges that all intellectual property rights relating to the
   Contract Products are the sole and exclusive property of Buyer, subject only
   the limited license granted by Buyer to Seller pursuant the letter
   agreement, dated September 7, 1995, between Buyer and Seller.

9. PRODUCT LIABILITY INDEMNITY

   A.   Seller will indemnify, protect, and save Buyer harmless from all claims,
        demands, suits, or actions for damages to property (excluding losses of
        income due to down time of equipment) or person which may be sustained
        by any third party, including Buyer's personnel which may be asserted
        against Buyer and which are caused or are alleged to be caused by any
        defect in design, workmanship or materials of any of the Contract
        Products purchased or used under this Agreement. The foregoing covenant
        of indemnity shall survive the expiration or termination of this
        Agreement, but Seller shall not be responsible for any loss or damage
        caused by negligence acts or omission of Buyer or Buyer's personnel nor
        shall the covenant be enforceable in the event that such loss or damage
        is caused by Buyer's modification to either the hardware or the software
        constituting the subject Contract Product. Seller shall have no
        liability or responsibility of any kind to Buyer or Buyer personnel
        under this Paragraph 9 for any claims, demands, suits, or actions,
        unless Seller shall be notified in writing of any such claim, demand,
        suit, or action promptly upon Buyer's learning of the event and shall
        have had an adequate opportunity to defend, unless such failure to so
        notify does not prejudice Seller. The obligations of the parties set
        forth in this Paragraph 9 shall continue notwithstanding the termination
        or expiration of this Agreement.

   B.   Buyer will indemnify, protect, and save Seller harmless from all claims,
        demands, suits, or actions, for damages to property or person which may
        be sustained by any third party, including Seller personnel, arising
        from any deficiency in the design or deficiency in the manufacture of
        products by Buyer, incorporating or including as an add-on, Contract
        Products with the exception of claims, demands, suits, or actions
        covered by Paragraphs 8 and 9A above. The foregoing indemnity shall
        survive the expiration or termination of this Agreement, but Buyer shall
        not be responsible for any loss or damage caused by negligent acts or
        omissions of Seller or Seller personnel. Buyer shall have no liability
        or responsibility of any kind to Seller, or Seller personnel, under this
        Paragraph 8 for any claims, demands, suits, or actions, unless Buyer
        shall be notified in writing of any such claim, demand, suit, or 

                                       5
<PAGE>
 
        action promptly upon Seller's learning of the event, and shall have had
        an adequate opportunity to defend, unless such failure to so notify does
        not prejudice Buyer. The obligations of the parties set forth in this
        Paragraph 9 shall continue notwithstanding the termination or expiration
        of this Agreement.

   C.   Each party hereto shall maintain, at its own expense, with an insurance
        company reasonably acceptable to the other party hereto, Bodily Injury
        and Property Damage Liability Insurance with limits of at least
        $1,000,000 for injuries to one (1) person and $3,000,000 for injuries to
        two (2) or more persons, in any one accident, and $300,000 for property
        damage in any one accident. Each party has furnished to the other a
        certificate or certificates of insurance duly executed by an authorized
        representative of the insurance company or companies evidencing the
        maintenance of the insurance coverage provided for by this Paragraph and
        containing a provision to the effect that in the event any insurance
        covered by such certificates is canceled or modified, before the
        expiration of such insurance coverage, the insurer will give the other
        party hereto ten (10) days prior written notice thereof.

   D.   Each party agrees to promptly notify the other if a suit or other   
        legal action is commenced against it or its customers which, if brought
        against the other party hereto, would entitle such other party to be
        indemnified hereunder by the notifying party, provided that such other
        party shall not disclose information concerning such suit or action to
        any third party, except to the extent necessary for such other party to
        fulfill other obligations it may have under law or by court or
        administrative order.

10. PRODUCT ALTERATIONS

   A.   Seller acknowledges and agrees that Buyer intends to modify the software
        incorporated into the Modules, and Buyer may make other modifications to
        the Contract Products. Buyer will notify Seller in writing within ten
        (10) business days of the part number, description and serial number of
        all modified modules and Contract Products. Neither Seller nor Buyer
        shall make any modifications to the Specifications to which Seller is
        required to manufacture Modules without the other part's prior written
        consent. Should any such agreed upon modification to the Specifications
        result in increased costs to or expenditures by Seller or result in
        either an increase or decrease in Seller's cost of production of the
        Contract Products, then the parties shall negotiate in good faith
        appropriate adjustments to the pricing of the Contract Products to
        reflect such cost changes or expenditures.

   B.   Seller acknowledges that Buyer intends to modify certain Modules
        currently owned and in possession of Buyer. Buyer will notify Seller in
        writing of the part number, description, and serial number of all such
        Modules being modified. Buyer agrees that Seller's one-year warranty
        obligation with respect 

                                       6
<PAGE>
 
        to such Modules shall expire effective upon notice from Buyer to Seller
        of such modification.

11. FORCE MAJEURE

    Neither Seller nor Buyer shall be liable for any delay in, or failure of,
    performance hereunder due to act of God or similar casualty beyond its
    control. When only a part of Seller's or Buyer's capacity to perform is
    excused under this Paragraph, Seller or Buyer must fairly allocate
    production and deliveries among various customers or suppliers then under
    contract for similar goods during the period when Buyer or Seller is
    partially unable to perform, subject to any contractual obligations of
    Seller to any third party. The allocation must be effected in a commercially
    fair and equitable manner.

12. REGULATORY MATTERS AND RECALLS

   A.   Seller warrants that the Modules will be manufactured in compliance with
        all applicable federal, state and local laws and regulations including,
        but not limited to, the Food, Drug and Cosmetic Act, as amended, and
        U.S. Food and Drug Administration (the "FDA") Good Manufacturing
        Practice for Medical Devices regulations ("GMP"). Seller represents and
        warrants to Buyer that Seller's manufacturing facility is certified "DIN
        EN ISO 9001/EN46001/MDD" and that Seller has all approvals and consents
        required to mark Modules with the "CE" mark. Seller further covenants
        with Buyer that Seller will maintain such certification during the term
        of this Agreement. Seller will notify Buyer of any audits of Seller's
        manufacturing facility to be conducted by TUV Product Services or any
        other notified body for such certification, provide Buyer with a written
        copy of the results of such audit, to the extent that such audit relates
        directly to the manufacture of Modules, and Seller's proposed corrective
        response to such audit, if any required.

   B.   In the event of a  governmental  regulatory  ruling,  of  standards  
        promulgated and issued by the government or any product deficiency
        affecting patient safety or efficacy that requires the recall or field
        modification of the Modules, Seller agrees to "swap" with Buyer or fix
        (at Seller's option) all defective Contract Products or parts of
        Modules, for acceptable Contract Products or parts of Modules at charges
        mutually agreed upon after negotiations in good faith. Except as ordered
        by a governmental agency, no recall or field modification action shall
        be initiated without the mutual agreement of the parties hereto unless
        the initiating party is prepared to solely bear the costs thereof. Each
        party shall notify the other in writing if either becomes aware of any
        recall or field modification action and both parties shall cooperate in
        reaching a consistent response. Neither party shall withhold any
        information from the other or from any regulatory agency involving
        patient safety or efficacy required by any recall or field modification
        action.

                                       7
<PAGE>
 
   C.   Both parties  shall be  responsible  for  maintaining  records and 
        meeting all government laws and regulations as they may pertain to
        Contract Products or products incorporating or including as an add-on
        Contract Products sold by each party including, but not limited to, U.S.
        export and re-export control laws and neither party assumes any risk
        arising out of the other party's failure to comply with such laws or
        regulations with respect to products sold by such other party. Component
        and product serial number/lot number assigned and records shall be
        maintained and supplied to either party for purposes of product or
        component tracing, recall or field modifications or compliance with
        government laws and regulations.

   D.   Each party will forward to the other copies of customer complaints
        and medical device reports ("MDR") relating to events required to
        reported by the FDA in accordance with 21 CFR Part 803 relating to the
        manufacture and operation of the Module, and each party will cooperate
        fully with the other party in investigating and resolving such
        complaints, including any necessary testing and analysis of the Module.

   E.   Seller will at its sole cost and expense, timely register with the FDA 
        as a Contract Medical Device Manufacturer, or cause to be timely
        registered with the FDA, in accordance with 21 CFR Part 807, each
        establishment which Seller or a subcontractor of Seller intends to
        manufacture and/or repair the Module.

   F.   Seller will provide Buyer with copies of any FDA Form 483 observations, 
        follow-up warning letters and/or close-out reports for those portions of
        GMP compliance inspection reports relating specifically to the
        manufacture of Modules for any facility where Modules are manufactured.

   G.   Either party may, upon not less than seven (7) days prior written notice
        to the other, inspect other's manufacturing facilities for compliance
        with quality and regulatory requirements no more than once every three
        months.

   H.   Buyer shall be solely responsible for, and shall indemnify and hold 
        Seller harmless from and against any and all claims, demands, suits or
        actions which may be asserted against Seller arising out of fraudulent
        or substantially inaccurate promotional activities, labeling or
        materials relating to the sale or promotion of Monitors.

13. TERM AND TERMINATION

    A.  This Agreement shall become effective as of the date first above written
        and, unless previously terminated, shall continue in effect until the
        end of the second Contract Year.

                                       8
<PAGE>
 
   B.   Prior to the end of the second Contract Year, either party may terminate
        this Agreement as follows:

        1.  By giving written notice to the other party in the event the other 
            party is in material breach of this Agreement and shall have failed
            either to cure such material breach within thirty (30) days of
            receipt of written notice thereof or, if cure is not possible within
            thirty (30) days, to have taken reasonable steps to commence to cure
            such material breach within such thirty (30) day period; or

        2.  By giving written notice if the other party attempts to assign this 
            Agreement, except incident to a sale of its business, without prior
            written consent of the other party; or

        3.  At any time by giving written notice to the other party, which 
            notice shall be effective upon dispatch, should the other party file
            a bankruptcy petition or have a bankruptcy petition filed against it
            which is not discharged within thirty (30) days, be declared
            bankrupt, become insolvent, make an assignment for the benefit of
            creditors or go into liquidation or receivership. 

   C.   At the end of the second Contract Year, this Agreement shall renew 
        automatically provided that either party may terminate this Agreement
        upon ninety (90) days prior written notice, with or without cause, at
        any time after the end of the second Contract Year.

14. OBLIGATIONS UPON TERMINATION

    Upon termination by either party, each party shall be obliged to pay all
    amounts then owing and, unless Seller has terminated by reason of a material
    breach by Buyer, Seller shall fill all purchase orders previously accepted.
    Anything herein to the contrary notwithstanding, the parties obligations
    under Sections 8, 9, 12, 15 and 16 shall survive such termination.

15. LABELING

    Modules will be labeled by Seller as "Manufactured for Optical Sensors
    Incorporated by Marquette Medical Systems", with an appropriate traceable
    serial number. This label will be in accordance with appropriate FDA and MDD
    regulations and the Specifications. Buyer may add its own Module labels,
    identifying the Module as Buyer's product. Buyer shall not remove, alter or
    conceal Seller's traceable serial number.

                                       9
<PAGE>
 
16. CONFIDENTIALITY

    Each party acknowledges and agrees that all the information provided by the
    other party that is marked as proprietary or confidential or which from its
    nature or the context in which it is given should reasonably be understood
    to be confidential shall be deemed "Confidential Information" for purposes
    of this Agreement. Without limiting the foregoing, the parties acknowledge
    that the Specifications constitute "Confidential Information." Each party
    agrees not to use any Confidential Information for any purpose other than as
    permitted or required for performance by it under this Agreement and not to
    disclose or provide any Confidential Information to any third party and to
    take all necessary measures to prevent any such disclosure by its employees,
    agents, contractors or consultants. Upon request or termination of this
    Agreement, each party will return all such Confidential Information of the
    other party to the other party. Each party's obligations under this Section
    16 shall survive termination of this Agreement.

17. CUSTOMER'S STATUS

    During the term hereof, the relationship of Seller to Buyer is that of an
    independent contractor. Nothing herein contained shall be deemed to
    authorize or empower either Seller or the Buyer, its agents, or employees,
    to act as agent for Seller or the Buyer, or conduct business in the name, or
    for the account of, Seller or the Buyer or any of their Affiliates or
    otherwise bind it to them in any manner. Amendments hereto shall be made
    only in writing referencing this Agreements and executed by both parties.

18. NON-WAIVER

    The failure of Buyer and Seller to enforce at any time or for any period of
    time any of the provisions of this Agreement shall not constitute a waiver
    of such provisions.

19. SEVERABILITY

    If any provision of this Agreement should be held unenforceable or illegal,
    it shall be deemed severable from the other provisions which shall remain
    valid and enforceable.

20. COMPLETE UNDERSTANDING

    This Agreement is the complete and exclusive statement of the understandings
    between the parties concerning Seller's supply of Modules to the Buyer,
    superseding all proposals, oral or written, and all negotiations,
    conversations and discussions with respect to the supply relationship,
    including, but not limited to the Supply Agreement.

                                       10
<PAGE>
 
21. ARBITRATION

    Any controversy or claim arising out of or relating to this Agreement, or
    the breach thereof, shall be settled by arbitration in accordance with the
    Rules of the American Arbitration Association, and judgment upon the award
    rendered by the arbitrator(s) may be entered in any court having
    jurisdiction thereof.

22. GOVERNING LAW; COUNTERPARTS

    This Agreement shall be governed by the laws of the State of Wisconsin. This
    Agreement may be executed in any number of counterparts, each of which shall
    be an original but all of which together shall constitute one and the same
    instrument.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their
duly authorized officials as of the day and year first above written.

                         MARQUETTE MEDICAL SYSTEMS, INC.


                         By: /S/ GERALD WOODARD
                            ----------------------------------------
                         Its: SENIOR VICE PRESIDENT MONITORING GROUP
                             ---------------------------------------


                         OPTICAL SENSORS INCORPORATED


                         By: /S/ PAULITA LAPLANTE
                            ----------------------------------------
                         Its: VICE PRESIDENT BUSINESS DEVELOPMENT
                             ---------------------------------------

                                       11
<PAGE>
 
                                   SCHEDULE A

                              MODULE SPECIFICATIONS


[THIS SCHEDULE HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALITY UNDER
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. A COPY OF THIS
AGREEMENT WITH THIS SECTION INTACT HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.]

                                       12
<PAGE>
 
                                   SCHEDULE B

                                  BUYER MONITOR


[THIS SCHEDULE HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALITY UNDER
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. A COPY OF THIS
AGREEMENT WITH THIS SECTION INTACT HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.]

                                       13
<PAGE>
 
                                   SCHEDULE C

                           ACCESSORY ITEMS AND PRICES


[THIS SCHEDULE HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALITY UNDER
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. A COPY OF THIS
AGREEMENT WITH THIS SECTION INTACT HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.]

                                       14