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                                                                   EXHIBIT 10.25


                                  OEM AGREEMENT

         This OEM AGREEMENT (the "Agreement") is effective as of the 1st day of
October, 2001 (the "Effective Date"), by and between QUINTON INC., a Washington
corporation ("Quinton") with its principal place of business at 3303 Monte Villa
Parkway, Bothell, Washington 98021 and MORTARA INSTRUMENT, INC., a Wisconsin
corporation ("Mortara") with its principal place of business at 7865 North 86th
Street, Milwaukee, Wisconsin 53224.

         Whereas, Mortara desires to establish an exclusive worldwide marketing
relationship for its Products in the Territory (as defined in Exhibit B);

         Whereas, Quinton sells a broad range of devices for use by health care
and consumers and desires to add to its product line;

         Whereas, Quinton and Mortara desire to enter into a definitive
agreement to which Quinton would purchase the Products from Mortara and on an
Exclusive basis (as defined below), combine and assemble them with other Quinton
products and resell them to third-party distributors and end-users through a
network of Quinton sales and distribution channels. Now, Therefore, in
consideration of the foregoing premises and other good and valuable
consideration, the parties hereby agree as follows:

                              ARTICLE 1 DEFINITIONS

DEFINITIONS. As used herein, the following terms shall have the following
meanings:

1.1      "COMPETITIVE CHANGE OF CONTROL" shall be deemed in effect in the event
         a competitor of one party obtains equity ownership in the other party
         in excess of 50%.

1.2      "CONFIDENTIAL INFORMATION" shall mean, subject to the exceptions set
         forth in Section 9.2, any information received by one party from the
         other party which is designated in writing as confidential, or, if
         disclosed orally, identified at the time of disclosure as confidential
         and followed by written confirmation of the confidential nature of such
         information. Confidential Information may include know-how, data,
         processes or techniques relating to the Products and any research
         project, work in process, future development, scientific, engineering,
         manufacturing, marketing, business plan, financial or personnel matter
         relating to either party, its present or future products, sales,
         suppliers, customers, employees, investors or business, and provided to
         either party pursuant to this Agreement.

1.3      "END USER" shall mean an individual or entity that acquires the Product
         for his or her own use and not for resale.

1.4      "EXCLUSIVE" shall mean the distribution of Products in the Territory to
         End Users but does not include exclusive access to the underlying
         technology of the Products which Mortara is free to license to other
         companies in the form of product offerings for patient monitoring and
         research organizations. Mortara maintains the right to supply existing
         Products, including ECG Management systems, directly to research
         organizations, Datex-Ohmeda in conjunction with monitoring system sales
         and to the Federal Aviation Administration.

1.5      "FDA" shall mean the United States Food and Drug Administration, and
         any successor thereto.

1.6      "FD & C ACT" shall mean the United States Federal Food, Drug and
         Cosmetic Act, as amended, and applicable regulations promulgated
         thereunder, as amended from time to time.

1.7      "FINAL ACCEPTANCE" shall mean Quinton has completed its functional
         testing (as defined in Section 2.5.2) on any Product provided by
         Mortara under this Agreement.




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1.8      "GOOD MANUFACTURING PRACTICES" or "GMP" shall mean the good
         manufacturing practice regulations promulgated from time-to-time by the
         FDA for the manufacture of medical devices in the United States and
         other countries. "cGMP" or "current GMP" shall mean the GMP practices
         in effect at a particular time, including in the United States the
         requirements set forth in the FDA's current Quality System Regulation,
         as it may be amended from time to time.

1.9      "PRODUCT(S)" shall mean the then current version of Mortara's Software
         described in Section 1.11 and detailed in Exhibit A, as combined,
         integrated and/or bundled with Quinton products and equipment ready for
         delivery to End Users, together with any commercially available
         documentation in electronic or hardcopy formats, and any related
         technical information.

1.10     "REGULATORY APPROVAL" shall mean, with respect to a country, all
         approvals, licenses, registrations, clearances or authorizations of the
         FDA or any other federal, state or local regulatory agency, department,
         bureau or other government entity, necessary for the use, manufacture,
         storage, import, transport and Sale of a Product in such country.

1.11     "SOFTWARE" includes the ECG Management Software currently sold by
         Mortara under the product name E-Scribe, encompassing the E-Scribe/NT
         Enterprise Server and Workstation applications and accessories,
         including any updates and enhancements. Such updates and enhancements
         specifically exclude additional features and functionality which the
         parties may agree to under terms of the Research and Development Fees
         discussed in Section 3.2. The additional features and functionality are
         intended for incorporation into the Products as they are developed.

1.12     "SELL", "SALE" or "SOLD" shall mean to sell, license, lease,
         distribute, market, install or otherwise dispose of and to use in
         connection with those activities.

1.13     "TRANSFER FEE" shall mean the fee Quinton shall pay Mortara for each
         Product purchased or licensed hereunder, except for reasonable numbers
         of copies of the Software which are used by Quinton internally for
         demonstration and development purposes. Quinton agrees to maintain
         control of and accountability for the distribution of demonstration and
         development copies of the Software.

1.14     "ENGINEERING PERSON-YEAR" shall mean the equivalent of one year of
         engineering time, for one Mortara engineer and applicable supporting
         resources, which the parties agree to value at the rate of [*].

                              ARTICLE 2 THE PRODUCT

2.1      GRANT OF QUINTON RIGHTS. In consideration of the Transfer Fees set
         forth in Exhibit A, and subject to and expressly conditioned upon
         compliance with the terms and conditions of this Agreement, Mortara
         hereby grants to Quinton and Quinton hereby accepts an exclusive,
         nontransferable, license to combine the Products with Quinton products
         or equipment and deliver the Products, together with any available
         documentation, and as combined, integrated and/or bundled with Quinton
         products or equipment, to End Users in the Territory.

2.2      DISTRIBUTION OUTSIDE OF TERRITORY. With respect to distribution of
         Mortara's products equivalent to those encompassed by this Agreement,
         in relation to countries outside of the Territory, should Mortara
         decide to expand or modify its currently existing sales channels, then
         Mortara agrees to discuss such distribution with Quinton, and consider
         Quinton for such distribution, prior to signing any third party
         distribution Agreement for such products covered by this Agreement.

2.3      EXCLUSIVITY. Section 1.4 enables Mortara to distribute related Mortara
         products directly to Datex-Ohmeda as part of patient monitoring
         offerings and to research organizations, and it is conceivable that
         this provision may bring Mortara's sales efforts into conflict with
         Quinton's sales efforts as contemplated by this Agreement. Should one
         of these conflicts arise, both sides agree to negotiate in good faith
         such additional terms and conditions or other ad hoc arrangements as
         may best resolve the conflict. Furthermore, the parties will discuss in
         good faith how best to conclude pending sales of Mortara products and
         upgrades


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         in the interim between the date of this Agreement and Quinton's formal
         release of the Product. Following Quinton's formal release, both sides
         further agree to jointly manage and cooperate in the transition to
         Quinton support and upgrading of existing Mortara product installations
         in the Territory.

2.4      LICENSE. Quinton shall distribute the Products for use under materially
         and substantially similar terms and conditions to those in Quinton's
         standard of Software License and Limited Warranty and/or its Limited
         Warranty for Hardware. The current version of Quinton's Software
         License and Limited Warranty is attached as Exhibit C. The current
         version of Quinton's Limited Warranty for Hardware is attached as
         Exhibit D. Notwithstanding termination or expiration of this Agreement,
         End User licenses validly granted prior to expiration or termination of
         this Agreement shall survive any such expiration or termination and
         following any termination of this Agreement and for so long thereafter
         as necessary for Quinton to satisfy, and solely to satisfy, its then
         existing obligations for maintenance, warranty or support services to
         its End Users, Quinton shall have a limited license to use two (2)
         copies of the Products solely for such purposes.

2.5      DEVELOPMENT OF PRODUCT

         2.5.1    Mortara is responsible for the development of the Software and
                  delivery of the Software to Quinton. Quinton shall provide to
                  Mortara such guidance, including requirements specifications
                  and other related documents, as may be necessary and
                  appropriate to support the timely development of the Software.

         2.5.2    Validation and verification testing shall be defined and
                  testing conducted by Quinton on the Software as delivered by
                  Mortara. During the testing period, at its sole cost and
                  expense, Mortara shall provide Quinton with technical
                  assistance to support validation and verification testing
                  process.

         2.5.3    The Software as delivered by Mortara will be combined by
                  Quinton with other applications and with hardware to develop
                  and deliver the finished Products to end users. Mortara will
                  provide support to Quinton as appropriate to develop and test
                  the integration of the Software into the finished Products.
                  Mortara further agrees to support the Software by providing
                  corrections to anomalies and such minor feature enhancements
                  as shall be mutually agreed upon.

         2.5.4    The Research and Development Fees as described in Section 3.2
                  shall enable the development of the Software plus additional
                  functionality to deliver a highly competitive Product.

2.6      REGULATORY APPROVALS BY MORTARA. Mortara will be solely responsible for
         filing, obtaining and maintaining any and all domestic Regulatory
         Approvals relating to the Products provided to Quinton under this
         Agreement. All Regulatory Approvals will be owned by and filed in the
         name of Mortara, provided, however, that Quinton shall have the right
         to reference all such Regulatory Approvals in its Product labeling.
         Quinton will cooperate with Mortara, at Mortara's expense, in such
         manner as Mortara may reasonably request to assist in obtaining such
         Regulatory Approvals.

2.7      TECHNOLOGY ESCROW. Quinton has the right, but not the obligation, to
         require Mortara to place all Product and corresponding documentation,
         sufficient to manufacture and Sell the Products with Regulatory
         Approval, in an escrow account upon the occurrence of any of the
         factors listed below: (1) bankruptcy or insolvency of Mortara, (2)
         uncured breach of the Agreement by Mortara in accordance with Article
         12 of this Agreement, or (3) if greater than 50% of the voting shares
         of Mortara are transferred to a company deemed by Quinton to be a
         competitor of Quinton. Within sixty (60) days of Quinton's written
         notice to Mortara of Quinton's decision to require the establishment of
         an Escrow account: (i) the parties will select a mutually agreed upon
         person or entity to serve as the holder of a technology escrow (the
         "Technology Escrow Holder"); (ii) Mortara will establish a technology
         escrow account with the Technology Escrow Holder; and (iii) Mortara
         will negotiate and execute an escrow agreement which will provide for
         the release of the escrow contents to Quinton by the Technology Escrow
         Holder upon occurrence of the following events: any breach of this
         Agreement by Mortara, or failure of Mortara to do business in the
         normal course. Upon execution of the escrow agreement, Mortara will
         place in the technology escrow account the information and data
         necessary to manufacture the Products. During the term of this
         Agreement Mortara shall update the


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         escrow contents whenever significant Product changes occur. Quinton
         will bear all Escrow fees associated with establishing and maintaining
         the Escrow account and has the right to audit the Escrow account to
         insure completeness.

                       ARTICLE 3 PRICES AND PAYMENT TERMS

3.1      FEES. Transfer Fees for the Products are set forth in Exhibit A
         attached hereto.

3.2      RESEARCH AND DEVELOPMENT FEES.

         3.2.1    Quinton agrees to pay Research and Development Fees to Mortara
                  to support the development and maintenance of the Software as
                  defined in this Section 3.2. These fees will be charged at a
                  rate of [*] per development Engineering Person-Year. In year
                  one of this Agreement, Quinton will pay for one Engineering
                  Person-Year of development to achieve the customization and
                  additional functionality including: (1) customization of
                  Quinton-labeled software, (2) Web server enablement, (3)
                  output of final reports in Adobe PDF format, and (4) a
                  facility to export data in the format specified in Exhibit E
                  (the "Initial Deliverables").

         3.2.2    This Research and Development Fee for the Initial Deliverables
                  will be paid with a first installment of [*], billable net 30
                  days from the Effective Date of this Agreement, with the
                  remaining [*] to be split equally over reaching two milestones
                  over the course of developments described in the initial
                  deliverables. These milestones will be discussed in good faith
                  and agreed to by both parties upon the start of such
                  development. Additional functionality beyond that outlined in
                  the initial deliverables will be developed by Mortara for
                  additional fees at the same rate with a minimum fee of [*]. In
                  future years of this Agreement, Quinton can contract with
                  Mortara for additional development under similar terms. All
                  developments created under Research and Development Fees,
                  currently and in the future, will remain the intellectual
                  property of Mortara,.

3.3      REPORTING AND PAYMENT TERMS.

         3.3.1    For all Software copied and distributed by Quinton, Quinton
                  agrees to deliver monthly reports as detailed in Section 3.3.2
                  to Mortara within thirty (30) days after the end of each month
                  in which the Software was Sold, specifying the number of
                  copies of Software distributed to End Users during the month
                  just ended. Each report shall be signed by a duly authorized
                  representative of Quinton and forwarded to Mortara at its
                  then-current notice address, addressed to the attention of
                  Brian Brenegan. All reports shall be accompanied by payment
                  due, if any.

         3.3.2    Monthly Reports. Quinton's monthly reports shall include
                  "Point of Sale" information which shall contain, at a minimum,
                  the following information: beginning and ending report dates,
                  End User purchase date, End User name, Product name, part
                  number, and quantity Sold to End User minus returns.

3.4      WITHHOLDING TAXES. Payments to Mortara hereunder shall be made without
         deduction other than such amount (if any) Quinton is required by law to
         deduct or withhold. Payments subject to such deductions or other
         withholdings shall be increased by an amount which shall equal, as
         nearly as possible, the amount required to be deducted or withheld,
         less any tax benefits realizable by Mortara. Quinton shall obtain a
         receipt from the relevant taxing authorities for all withholding taxes
         paid and forward such receipts to Mortara to enable Mortara to claim
         any and all tax credits for which it may be eligible. Quinton shall
         reasonably assist Mortara in claiming exemption from such deductions or
         withholdings under any double taxation or similar agreement or treaty
         from time to time in force.

3.5      PRICE ADJUSTMENTS. Quinton and Mortara agree to review Qscribe system
         sales, along with the resulting cost analysis, on a quarterly basis.
         Should Quinton's profitability with the Products and Software exceed


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         original expectations then the parties agree to enter into good faith
         negotiations regarding increased transfer fees as deemed appropriate
         and necessary.

3.6      OTHER TAXES, TRANSPORTATION AND INSURANCE. Quinton will pay all
         non-U.S. export charges, import duties, any and all sales, use, excise,
         value added or other taxes or assessments imposed by any governmental
         authority upon or applicable to any sale to Quinton under this
         Agreement, and all costs and charges for transportation, brokerage,
         handling and insurance of the Products from the point of shipment.

3.7      RECORDS, AUDIT OF SALES AND EXPENSES. During the term of the Agreement
         and for one (1) year thereafter, Mortara shall have the right, at its
         sole cost and expense, to audit Quinton's books and records as
         necessary to verify the monthly reports issued by Quinton under Section
         3.3.2 above and Quinton's compliance with the terms of this Agreement.
         Quinton shall make its books and records available for inspection
         during Quinton's normal business hours. Mortara shall give Quinton no
         less than ten (10) days prior written notice of its desire to perform
         such an audit. If any such audit should disclose that Quinton's reports
         understate the actual fees payable then Quinton shall promptly pay the
         amount of the discrepancy to Mortara. Should such understatement of
         fees payable by Quinton be five percent (5%) or more, Quinton shall
         also reimburse Mortara for any expenses incurred in conducting the
         audit, including auditor's fees and reasonable travel expenses, if any,
         up to a maximum of $5,000. If any such audit discloses Quinton overpaid
         fees to Mortara, then the amount of overpayment shall be credited
         against Quinton's next monthly payment(s). Any Quinton records, books
         or accounting information received by Mortara or its auditors during
         any audit shall be treated as Confidential Information as detailed in
         Article 9.

                         ARTICLE 4 MARKETING AND SERVICE

4.1      PROMOTION AND MARKETING. Quinton agrees to promote the Sale, marketing
         and distribution of the Products in the Territory in a manner
         consistent with this Agreement and generally accepted business
         practices.

4.2      BUSINESS MEETINGS. Mortara and Quinton will meet each year during the
         term of the Agreement to review sales performance, average selling
         price of Product, Quinton's gross margins on net sales, Mortara's
         Transfer Fees for Products and other relevant issues.

4.3      PROMOTIONAL LITERATURE. Upon request, Mortara will furnish Quinton, at
         Mortara's expense, with all available electronic files of Product
         documentation, technical requirements and the like in order to aid
         Quinton in effectively carrying out its activities under this
         Agreement. Quinton shall be responsible for and have exclusive rights
         to the design and production of promotional literature for the Products
         as created and delivered by Quinton. Quinton shall include any
         copyright notices of Mortara as requested in writing by Mortara.

4.4      REPLACEMENT OR SERVICE OF DEFECTIVE PRODUCTS DURING THE WARRANTY
         PERIOD. Mortara will replace or repair all defective Products returned
         or reported to it by Quinton at no cost during the warranty period.

4.5      END USER SUPPORT. Quinton will be responsible for direct interaction
         with its End Users for warranty and non-warranty related field service
         and ongoing support for the Product.

4.6      TECHNICAL SUPPORT TO QUINTON. At its own cost and expense, Mortara will
         provide Quinton technical service and applications personnel with
         technical support for the Products, including telephone consultation
         and assistance sufficient to enable Quinton to support its End Users of
         the Products. In addition, Mortara agrees to provide technical
         assistance to Quinton in adapting the Products to Quinton's products.

4.7      DEFECT TRENDING. No less than once each quarter Quinton shall supply
         Mortara with a written report detailing any commonly experienced
         failures or service problems with the Products. Upon reasonable notice
         to Quinton from Mortara, records of Incidents shall be made available
         to Mortara for inspection. Mortara agrees to use its best efforts to
         promptly correct problems or defects that degrade the use of the
         Product or result in an increased hazard risk.


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4.8      EXPENSES. All expenses incurred by either Mortara or Quinton in
         connection with the performance of its obligations hereunder will be
         borne solely by the party incurring the expense. Mortara and Quinton
         shall each be responsible for appointing and compensating its own
         employees, agents and representatives.

                       ARTICLE 5 MORTARA PRODUCT WARRANTY

5.1      PRODUCT WARRANTY. Mortara warrants that the Products provided to
         Quinton in accordance with the terms hereof shall be (i) in compliance
         with and perform in accordance with the Product specifications; (ii)
         developed in compliance with the FD&C, cGMP and other applicable laws,
         rules and regulations and (iii) free from defects in material and
         workmanship. The Software shall be warranted for a period of ninety
         (90) days from the date on which the Software is delivered to the End
         User.

5.2      EXCLUSIONS. The above warranties shall not apply to any Product which
         (a) has been altered by Quinton without approval of Mortara, (b) has
         not been operated, repaired or maintained in accordance with any
         handling, maintenance or operating instructions supplied by Mortara or
         (c) has been subjected to unusual physical or electrical stress,
         misuse, abuse, negligence or accident.

5.3      DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MORTARA
         MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
         PRODUCTS, AND MORTARA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF
         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.4      LIMITATION OF LIABILITY. To the maximum extent permitted by applicable
         law, in no event shall Mortara be liable for any special, incidental,
         or consequential damages whatsoever (including, without limitation,
         damages for loss of business profits, business interruption, loss of
         business information, or any other pecuniary loss) arising out of the
         use or inability to use the Product, even if Mortara has been advised
         of the possibility of such damages. Because some States and
         Jurisdictions do not allow the exclusion of limitation of liability for
         consequential or incidental damages, the above limitation may not
         apply.

                    ARTICLE 6 REPRESENTATIONS AND WARRANTIES

6.1      MUTUAL REPRESENTATIONS AND WARRANTIES. Each party hereby represents and
         warrants to the other party that (i) it has the right and lawful
         authority to enter into this Agreement; (ii) this Agreement is legal
         and valid and the obligations binding upon each party are enforceable
         in accordance with their terms except insofar as the enforceability
         hereof may be limited by applicable bankruptcy, insolvency,
         receivership, moratorium and other similar laws affecting the rights of
         the creditors generally, or general principles of equity regardless of
         whether asserted in a proceeding in equity or at law; and (ii) the
         execution, delivery and performance of this Agreement does not conflict
         with any agreement or understanding, oral or written, to which such
         party may be bound, nor violate any law or regulation of any court,
         governmental body or administrative or other agency having jurisdiction
         over it.

6.2      PATENTS. Mortara warrants to Quinton that (a) it is the owner of the
         entire right, title and interest in the Products and has all authority
         necessary to grant the licenses in and to the Products herein; and
         which is necessary for the manufacture, use, offer for Sale, Sale and
         importation of the Products; and (b) manufacture, use, offer for Sale,
         Sale and importation of the Products has not been found to infringe,
         and to the best of Mortara's knowledge is not now infringing, and has
         not been the subject of any notice or allegation, received by Mortara
         as of the Effective Date, of infringement of any intellectual property
         right of a third party.

                            ARTICLE 7 INDEMNIFICATION

7.1      INDEMNIFICATION BY MORTARA. Mortara agrees to indemnify, defend and
         hold Quinton harmless from and against all claims, damages, losses,
         costs and expenses, including reasonable attorney's fees and court
         costs (collectively "Claims"), which Quinton may incur to the extent
         such Claims arise out of (i) a Product's infringement of any United
         States federal or state intellectual property right of a third party,
         or (ii) the death


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         or injury of any person or damage to property resulting from (a)
         Mortara's breach of its representations, warranties and covenants
         contained in this Agreement (b) Mortara's design, testing or
         manufacture of the Products to the extent not caused by fault
         attributable to Quinton, or (c) the negligence, recklessness or willful
         misconduct of Mortara or its officers, employees or agents.

7.2      INDEMNIFICATION BY QUINTON. Quinton agrees to indemnify, defend and
         hold Mortara harmless from and against all claims, damages, losses,
         costs and expenses, including reasonable attorney's fees and court
         costs (collectively "Claims"), which Mortara may incur to the extent
         that such Claims arise out of (i) Quinton's breach of its
         representations, warranties and covenants contained in this Agreement,
         (ii) the Sale, promotion or other distribution of Products by Quinton
         otherwise than in a manner consistent with the Agreement, (iii) any
         representation or warranty given by Quinton with respect to the
         Products (other than product warranty given by Mortara in Article 6
         hereto and other than the labeling for Products as cleared by the FDA),
         (iv) repairs or services rendered by Quinton that do not comply with
         Mortara's recommended guidelines, or (v) injury, illness or death of
         any person to the extent such injury, illness or death to other persons
         arises out of or results from the negligence, recklessness or willful
         misconduct of Quinton or Quinton's officers, employees or agents.

7.3      LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
         THE OTHER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT
         LIMITATION, LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
         POSSIBILITY THEREOF. Each party acknowledges that the foregoing
         limitations are an essential element of the Agreement between the
         parties and that in the absence of such limitations the pricing and
         other terms set forth in this Agreement would be substantially
         different.

7.4      INDEMNIFICATION PROCEDURE. The party seeking indemnification under this
         Article 7 (the "Indemnified Party") shall (i) give the other party (the
         "Indemnifying Party") written notice of the relevant Claim and the
         related facts with reasonable promptness after becoming aware of same,
         (ii) reasonably cooperate with the Indemnifying Party, at the
         Indemnifying Party's expense, in the defense of such claim, and (iii)
         give the Indemnifying Party the right to control the defense and
         settlement of any such claim, except that the Indemnifying Party shall
         not enter into any settlement that affects the Indemnified Party's
         rights or interest in any intellectual property the Indemnified Party
         controls, without the Indemnified Party's prior written approval. The
         Indemnified Party shall have no authority to settle any claim on behalf
         of the Indemnifying Party.

7.5      INSURANCE. Mortara shall maintain, during the term of this Agreement
         and for a period of five (5) years after expiration or termination of
         this Agreement, comprehensive general liability insurance, including
         full products liability coverage, with an insurance carrier with a
         rating of VII A Best or better, and coverage limits of not less than
         $1,000,000 per occurrence and at least $2,000,000 aggregate coverage
         for claims of bodily injury and property damage arising out of any
         loss. Such policy or policies shall include Quinton as named insured in
         such policy or policies. Such policy or policies shall also expressly
         cover any liability Mortara may incur as Indemnifying Party under this
         Agreement.

                    ARTICLE 8 PRODUCT RECALLS, ADVERSE EVENTS

8.1      PRODUCT RECALL. In the event that any governmental agency or authority
         issues a recall or takes similar action in connection with the
         Products, or in the event either party determines that an event,
         incident or circumstance has occurred which may result in the need for
         a recall or market withdrawal, the party with such information shall,
         within twenty-four (24) hours, advise the other party of the
         circumstances by telephone or facsimile. Quinton shall have the right
         to control the arrangement of any Product recall, and the parties will
         cooperate with each other in implementing such recall. Specifically,
         the parties shall cooperate in the event of a Product recall with
         respect to the reshipment, storage or disposal of recalled Products;
         the preparation and maintenance of relevant records and reports; and
         notification to any recipients or End Users.


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8.2      ADVERSE EVENTS. Each party shall advise the other party, by telephone
         or facsimile, within such time as is required by the FDA (with respect
         to the severity of an adverse event) after it becomes aware of any
         complaints, adverse event reports or safety issues potentially caused
         by use of the Products or to which the use of the Products may have
         contributed as well as any Product malfunction or any other reportable
         events under 21 CFR 803-804 or similar laws and regulations in other
         countries. Such advising party shall provide the other party with a
         written report delivered by confirmed facsimile of any such reports,
         stating the full facts known to it, including but not limited to,
         customer name, address, telephone number and serial number, if any, of
         the Products involved.

                       ARTICLE 9 CONFIDENTIAL INFORMATION

9.1      NONDISCLOSURE OBLIGATIONS. During the term of this Agreement, and for a
         period of three (3) years after termination hereof, each party will
         maintain all Confidential Information in trust and confidence and will
         not disclose any Confidential Information to any third party or use any
         Confidential Information for any unauthorized purpose. Each party may
         use such Confidential Information only to the extent required to
         accomplish the purposes of this Agreement. Confidential Information
         shall not be used for any purpose or in any manner that would
         constitute a violation of any laws or regulations, including without
         limitation the export control laws of the United States. Confidential
         Information shall not be reproduced in any form except as required to
         accomplish the intent of this Agreement. Each party will use at least
         the same standard of care as it uses to protect proprietary or
         confidential information of its own, which shall at minimum be a
         reasonable standard of care. Each party will promptly notify the other
         upon discovery of any unauthorized use or disclosure of the
         Confidential Information. All information that is to be held
         confidential shall be given only to individuals who are made aware of
         the confidential nature of the information and who have signed a
         confidentiality agreement or who have a fiduciary responsibility to the
         disclosing party and who have a need to know.

9.3      EXCEPTIONS. Confidential Information shall not include any information
         which: (i) is now, or hereafter becomes, through no act or failure to
         act on the part of the receiving party, generally known or available;
         (ii) is known by the receiving party at the time of receiving such
         information, as evidenced by its written records; (iii) is hereafter
         furnished to the receiving party by a third party, as a matter of right
         and without restriction on disclosure; (iv) is independently developed
         by the receiving party without any breach of Section 10.1; (v) is the
         subject of a written permission to disclose provided by the disclosing
         party; or (vi) is of such inconsequential nature as to render it
         valueless. The parties agree that the material financial terms of this
         Agreement will be considered the Confidential Information of both
         parties. However, each party shall have the right to disclose the
         material financial terms of this Agreement to any potential acquirer,
         merger partner, or other bona fide potential financial partner, subject
         to a requirement to secure confidential treatment of such information
         consistent with the Agreement or if it is prudent or proper to make
         such disclosure to comply with applicable government regulations;
         provided that the disclosing party shall utilize reasonable efforts to
         not publicly disclose such information to the extent legally permitted
         and practicable.

9.3      AUTHORIZED DISCLOSURE. Notwithstanding any other provision of this
         Agreement, each party may disclose Confidential Information if such
         disclosure is in response to a valid order of a court or other
         governmental body of the United States or any political subdivision
         thereof; provided, however that the responding party shall first have
         given notice to the other party hereto and shall have made a reasonable
         effort to obtain a protective order requiring that the Confidential
         Information so disclosed be used only for the purposes for which the
         order was issued; is otherwise required by law; or is otherwise
         necessary to secure financing, prosecute or defend litigation or comply
         with applicable governmental regulations, including regulatory filings,
         or otherwise establish rights or enforce obligations under this
         Agreement, but only to the extent that any such disclosure is
         necessary.

9.4      PUBLICITY. All public announcements and press releases regarding the
         subject matter of this Agreement shall be made only after mutual
         agreement by the parties as to the content and timing thereof. Any such
         announcements or communications shall be made only with the prior
         approval of the other party hereto, which shall not be unreasonably
         withheld, except as otherwise required by applicable law or legal
         process.


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<PAGE>
                         ARTICLE 10 COMPLIANCE WITH LAWS

10.1     MANUFACTURING AND SHIPPING. Quinton and Mortara each shall be
         responsible for complying with all applicable legal and regulatory
         requirements of the United States and any other state or local
         regulatory agency, department, bureau, commission, council or other
         governmental entity regarding the manufacture and shipment obligations
         hereunder. Each party shall promptly notify the other of new
         instructions, regulations or specifications of which it becomes aware
         which are relevant to the manufacture and distribution of the Products
         under this Agreement and which are required by the FDA, or other
         applicable laws or governmental regulations and shall confer with each
         other with respect to the best means to comply with such requirements.
         Each party shall assist the other in obtaining and maintaining all
         approvals and authorizations of any governmental agencies necessary for
         the manufacture, use, marketing, distribution or sale of Products, and
         will promptly notify the other party of any comments, responses or
         notices that a party receives from any governmental authorities which
         relate to the regulatory status of the Product.

10.2     MARKETING AND SALES. Quinton shall comply with all applicable laws,
         regulations and orders of any governments or government agencies
         worldwide and with all other governmental requirements applicable to
         its promotion, marketing and sales activities with respect to the
         Products, including obtaining import approvals or other permits,
         customs clearances, or authorizations for the shipment and Sale of
         Products. In connection with Quinton's compliance with this Section
         10.2, Quinton will provide Mortara with all information it reasonably
         requests, including but not limited to distribution records, copies of
         any filings made in connection therewith and any promotional
         literature, sales literature, books, catalogues and the like prepared
         in connection with the Products. Mortara will, at Quinton's expense,
         furnish Quinton with such assistance and cooperation as may reasonably
         be requested in connection with compliance with such governmental
         requirements.

10.3     FACILITIES APPROVAL. Mortara shall be responsible for obtaining and
         maintaining all necessary plant inspection standards, plant licenses
         registrations or permits to enable the development of the Products.

            ARTICLE 11 TERM, TERMINATION, AND EFFECT OF TERMINATION.

11.1     TERM. Except as provided in Sections 11.2 and 11.3, this Agreement and
         the licenses and rights granted hereunder will be effective for a term
         of five (5) years. Thereafter, this Agreement shall automatically renew
         for successive one (1) year terms until terminated by either party
         under Section 11.2 or Section 11.3 herein.

11.2     TERMINATION FOR BREACH. Either party may terminate this Agreement upon
         written notice to the other party if (i) the other party commits any
         material breach of this Agreement which the other party fails to cure
         within sixty (60) days following written notice from the non-breaching
         party specifying such breach; (ii) the other party permanently ceases
         to conduct business; or (iii) the other party (a) becomes insolvent,
         (b) makes an assignment for the benefit of creditors, (c) commences any
         dissolution, liquidation or winding up, (d) has a receiver, trustee,
         conservator or liquidator appointed for all or a substantial part of
         its assets, or (e) has a petition filed by or against it under the
         Bankruptcy Code of 1978, as amended, 11 U.S.C. Section 101 et seq., or
         under any state insolvency laws providing for the relief of debtors,
         and such petition is not dismissed within sixty (60) days of its
         filing.

11.3     TERMINATION WITHOUT CAUSE. Either party may terminate this Agreement at
         its election and in its sole discretion without cause upon twelve (12)
         month written notice to the other party.

11.4     SURVIVING OBLIGATIONS. Termination or expiration of this Agreement will
         not (i) affect any rights of either party which may have accrued up to
         the date of such termination or expiration, (ii) relieve either party
         of its obligations under Article 5 (Mortara Product Warranty), Article
         6 (Representations and Warranties), Article 7 (Indemnification) or
         Article 9 (Confidential Information), or (iii) relieve Quinton of its
         obligation to pay to Mortara sums due prior to termination or
         expiration of this Agreement.

11.5     EFFECT OF TERMINATION.



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         11.5.1   Upon the termination of this Agreement for whatever reason,
                  Quinton will cease to act as a sales representative and
                  distributor of the Products, except that Quinton shall have
                  the right to continue to fulfill its support and maintenance
                  obligations related to the Products to its installed End User
                  base. Quinton will return to Mortara all price lists,
                  catalogs, sales literature, operating and service manuals,
                  advertising literature and other materials relating to the
                  Products originally provided by Mortara to Quinton, less one
                  (1) copy for the purpose of fulfilling its support and
                  maintenance obligations. Notwithstanding the foregoing,
                  Quinton will have the following rights: (i) for a period not
                  to exceed one hundred eighty (180) days, to sell any Products
                  remaining in inventory, and to fulfill firm orders received
                  from End Users and previously delivered to Mortara, and (ii)
                  in the event this Agreement is terminated by Quinton pursuant
                  to Section 11.2, to sell any Products for an additional two
                  hundred seventy (270) days solely with respect to the
                  fulfillment of firm standing orders as proven by documentation
                  presented to Mortara.

         11.5.2   Upon the termination of this Agreement by any material breach
                  by Quinton, or from Quinton's inability to conduct its normal
                  business (Section 11.2 (ii) and (iii) above) Quinton shall
                  provide to Mortara upon the effective date of termination, the
                  following information: (i) the location of all Products sold
                  by Quinton during the term of this Agreement; (ii) the
                  Incident files related to the Products; and (iii) a copy of
                  Quinton's End User list for the Products compiled during the
                  term of this Agreement, including names, addresses, telephone
                  numbers and purchase history.

11.6     CHANGE OF CONTROL OF QUINTON. Quinton shall provide Mortara with prompt
         written notice in the event of any Competitive Change of Control of
         Quinton, and Mortara shall have the right to terminate this Agreement
         upon thirty (30) days advance written notice to Quinton. In the event
         Mortara elects to terminate this Agreement under this Section 11.6,
         Mortara shall have the right, but not the obligation, to require
         Quinton to satisfy its obligation to accept delivery of any Product(s)
         ordered under any then current Quinton purchase order.

11.7     CHANGE OF CONTROL OF MORTARA. Mortara shall provide Quinton with prompt
         written notice in the event of any Competitive Change of Control of
         Mortara, and Quinton shall have the right to terminate this Agreement
         upon thirty (30) days advance written notice to Mortara. In the event
         Quinton elects to terminate this Agreement under this Section 11.7,
         Quinton shall have the right, but not the obligation, to require
         Mortara to satisfy its obligation to complete the delivery of any
         Product(s) ordered under any then current Quinton purchase order.

11.8     NO LIABILITY FOR TERMINATION. Neither party will have any obligation to
         the other by reason of the terminating party's termination permitted by
         this Agreement. Each party hereby agrees not to assert any claim by
         reason of such termination of this Agreement. Neither party, by reason
         of the termination of this Agreement, will be liable to the other
         because of any damages, expenditure, loss of profits, or prospective
         profits of any kind or nature, sustained or arising out of such
         termination or for any investments related to the performance of this
         Agreement or the goodwill created in the course of the performance
         under this Agreement.

11.9     ACCRUED OBLIGATIONS. No termination of this Agreement will in any
         manner whatsoever release, or be construed as releasing, any party from
         any liability to the other arising out of or in connection with a
         party's breach of, or failure to perform any covenant, agreement, duty
         or obligation contained in this Agreement. Neither party will be
         relieved from any obligations vested prior to the date of termination
         of this Agreement.

                            ARTICLE 12 MISCELLANEOUS

12.1     GOVERNING LAW AND VENUE. This Agreement shall be construed and
         controlled by the laws of the State of Washington, U.S.A. (excluding
         its conflict of law rules) and by laws of the United States of America,
         excluding the United Nations Convention on Contracts for the
         International Sale of Goods (which the parties hereby agree shall not
         apply). In the event Mortara files a claim against Quinton in
         connection with this Agreement, such claim will be filed in the state
         and federal courts sitting in Snohomish County,



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         Washington. In the event Quinton files a claim against Mortara in
         connection with this Agreement, such claim will be filed in the state
         and federal courts sitting in Milwaukee County, Wisconsin.

12.2     ENTIRE AGREEMENT; AMENDMENT. This Agreement and the Exhibits hereto,
         set forth and constitute the final, complete and entire agreement
         between the parties hereto with respect to the subject matter hereof,
         supersede any and all prior agreements, understandings, promises and
         representations made by either party to the other concerning the
         subject matter hereof and the terms applicable hereto and are intended
         as a complete and exclusive statement of the terms of the agreement
         between the parties. This Agreement may not be released, discharged,
         amended or modified in any manner except by a writing signed by duly
         authorized officers of both parties.

12.3     NO AGENCY; NO JOINT VENTURE; INDEPENDENT CONTRACTOR. Each party will
         act as an independent contractor under the terms of this Agreement.
         Neither party is, and will not be deemed to be, employee, agent,
         co-venturer or legal representative of the other party for any purpose.
         Neither party will be entitled to enter into any contracts in the name
         of, or on behalf of the other party, nor will either party be entitled
         to pledge the credit of the other party in any way or hold itself out
         as having authority to do so.

12.4     WAIVER. No waiver of any right under this Agreement will be deemed
         effective unless contained in a writing signed by the party charged
         with such waiver, and no waiver of any right arising from any breach or
         failure to perform will be deemed to be a waiver of any future such
         right or of any other right arising under this Agreement.

12.5     HEADINGS. The headings of the several Articles and Sections herein are
         inserted for convenience of reference only and are not intended to be
         part of or to affect the meaning or interpretation of this Agreement.

12.6     ASSIGNMENT. Neither party may assign, in whole or in part, this
         Agreement nor any right or obligation arising under it without the
         prior written consent of the other, such consent not to be unreasonably
         withheld; provided, however, that either party may assign or transfer
         its rights and obligations arising under this Agreement to a purchaser
         of all or substantially all of the stock or assets of such party or to
         an entity into which such party is merged, or to a wholly-owned
         subsidiary of such party, without the consent of the other party.

12.7     SEVERABILITY. If any provision of this Agreement is or becomes or is
         deemed invalid, illegal or unenforceable in any jurisdiction, such
         provision will be construed or deemed amended to conform to applicable
         laws so as to be valid, legal and enforceable and to conform to the
         maximum extent possible to the intention of the parties including,
         without limitation, by deleting such provision.

12.8     RESTRICTED RIGHTS. Any Software product which Quinton distributes or
         licenses to or on behalf of the United States of America, its agencies
         and/or instrumentalities, shall be provided with RESTRICTED RIGHTS in
         accordance with DFARS 252.227-7013(c)1(ii), or as set forth in the
         particular department or agency regulations or rules, or particular
         contract which provide Mortara equivalent or greater protection.

12.9     EXPORT. Quinton acknowledges that the Product is subject to the export
         control laws and regulations of the United States, and any amendments
         thereof. Quinton confirms that with respect to the Product, it will not
         export or re-export them, directly or indirectly, to (i) any countries
         that are subject to United States export restrictions; (ii) any End
         User who Quinton knows or has reason to know will utilize them in the
         design, development or production of nuclear, chemical or biological
         weapons; or (iii) any end user who has been prohibited from
         participating in United States export transactions by any federal
         agency of the United States government. Quinton further acknowledges
         that the Product may include technical data subject to export and
         re-export restrictions imposed by United States law.

12.10    BENEFITS OF THIS AGREEMENT. Except as expressly provided for herein,
         nothing in this Agreement will be construed to give to any person or
         entity other than Quinton and Mortara any legal or equitable right,
         remedy or claim under this Agreement. This Agreement will be for the
         sole and exclusive benefit of


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         Quinton and Mortara and shall be binding upon and inure to the benefit
         of their respective successors and permitted assigns.

12.11    NOTICES. Notices, consents and the like required or permitted hereunder
         will be in writing and will be sent to the addresses set forth below or
         to such other addresses as the parties may hereafter specify, and will
         be deemed given on the earlier of (a) physical deliver (or refusal to
         accept same) to a party, including confirmed delivery by facsimile or
         telex; (b) upon delivery (or refusal to accept same) after sending by
         expedited courier; (c) or upon delivery (or refusal to accept same) by
         certified mail, return receipt requested. Copies of notices will be
         sent to the appropriate address as set forth below:

                           TO MORTARA:
                           Mortara Instrument, Inc.
                           7865 North 86th Street
                           Milwaukee, Wisconsin  53224
                           Attention:  Brian Brenegan

                           TO QUINTON:
                           Quinton Inc.
                           3303 Monte Villa Parkway
                           Bothell, Washington  98021
                           Attention:  Contracts Administration

12.12    FORCE MAJEURE. Neither of the parties hereto will be liable for any
         failure or delay in performance hereunder where such failure or delay
         is due, in whole or in part, to any cause beyond its reasonable
         control, including but not limited to Acts of God, fire, flood,
         warfare, labor disputes or other similar catastrophic events. If a
         force majeure prevents Mortara from supplying, for a period of excess
         of one hundred fifty (150) days, Products to Quinton pursuant to a
         purchase order accepted by Mortara, Quinton shall have the rights set
         forth in Article 2 hereof.

12.13    COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, each of which will be an original and all of which will
         constitute together but one and the same document.

In Witness Whereof, the parties have executed this Agreement on the date first
above mentioned.



QUINTON INC.                                 MORTARA INSTRUMENT, INC.

       /s/ John Hinson                             /s/ Brian Brenegan
------------------------------               ----------------------------------
Authorized Signature                         Authorized Signature
JOHN HINSON                                  BRIAN BRENEGAN
Printed Name                                 Printed Name
PRESIDENT                                    V.P. OPERATIONS
Title                                        Title


       10/11/01                                    10/12/01
------------------------------               ----------------------------------
Date                                         Date


<TABLE>
<CAPTION>
Attached Exhibits:
-----------------
<S>               <C>
Exhibit A         Products, Quantity Discount levels, Transfer Fees, Lead Times and Initial Order Quantity
Exhibit B         Territory
Exhibit C         QIC Software License and Limited Warranty
Exhibit D         QIC Limited Warranty for Hardware
Exhibit E         Data Content of the Exported Records
</TABLE>



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                                    EXHIBIT A

        SOFTWARE, QUANTITY DISCOUNT LEVELS, TRANSFER FEES, LEAD TIMES AND
                             INITIAL ORDER QUANTITY


<TABLE>
<CAPTION>
                                                                   QUANTITY                                    INITIAL
                                                                   DISCOUNT       TRANSFER        LEAD          ORDER
                            PRODUCT                                 LEVELS          FEE           TIME        QUANTITY
                            -------                                 ------          ---           ----        --------
<S>                                                                <C>            <C>             <C>         <C>
HARDWARE:
Not Applicable

SOFTWARE:
Per-Site License Fee for Q-Scribe/NT Enterprise Server               n.a.           [*]           n.a.          n.a.
Per-Workstation License Fee for Q-Scribe/NT Workstation              n.a.           [*]           n.a.          n.a.
Per-Site HL-7 Interface Fee                                          n.a.           [*]           n.a.          n.a.

Per-Site License Fee for Upgrade of existing Mortara UNIX            n.a.           [*]           n.a.          n.a.
E-Scribe Server to Q-Scribe/NT Enterprise Server
Per-Site License Fee for Upgrade of existing Mortara                 n.a.           [*]           n.a.          n.a.
E-Scribe/NT Server to Q-Scribe/NT Enterprise Server

Per-Site License to Upgrade from Synergy Server to                   n.a.           [*]
Q-Scribe/NT Enterprise Server
Per-Workstation License to Upgrade from                              n.a.           [*]           n.a.          n.a.
Synergy Workstation to Q-Scribe/NT Workstation
</TABLE>


Product Labeling. All Software provided under this Agreement will be private
labeled by Mortara for Quinton, including a Mortara label e.g. "Heart of
Mortara" if appropriate. All decisions regarding product labeling and
trademarking for the Software and for the End User Products will be the
responsibility of Quinton.


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                                    EXHIBIT B

                                    TERRITORY

The Territory is defined as follows: EXCLUSIVE TO MORTARA - Austria, Belgium,
Bulgaria, Croatia, Slovenia, Hungary, Finland, Greece, Portugal, Spain, Italy,
Germany, Netherlands, Switzerland, Turkey, Russia (CIS), Israel, Kuwait, New
Zealand, India, and the Peoples Republic of China including Hong Kong. EXCLUSIVE
TO QUINTON - England, Ireland, Japan and Korea along with the Western
Hemisphere. All other countries not directly stated above are non-exclusive and
are available for distribution through either Company.



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                                    EXHIBIT C

                    QIC SOFTWARE LICENSE AND LIMITED WARRANTY


This Software License ("License") applies to Software products purchased by you
("Customer") from Quinton Instrument ("QIC") either alone or as part of Hardware
provided by QIC.

DEFINITIONS. "Software" means the proprietary software programs, routines,
subroutines and related items for control of products purchased from QIC by
Customer. "Hardware" means the equipment purchased by Customer from QIC to be
used with or containing the Software or, if none, the equipment specified for
use with QIC Software. The Software and Hardware that operate together are an
integrated "System." "Documentation" includes any commercially available
materials published by QIC for Customer's use with the Software or System.

TERM. This License shall become effective on the date of QIC's invoice for the
Software or Hardware and shall remain in effect until terminated. QIC may
terminate this License immediately if Customer fails to comply with any of the
terms of the License. Upon termination, Customer agrees to return, or, at QIC's
request, destroy all copies of the Software.

LICENSE. In consideration of the License fee, which is included in the purchase
price of the related Hardware, or if no Hardware is purchased, which is
otherwise charged for the Software, QIC hereby grants to Customer, and Customer
accepts, a non-transferable, non-exclusive license to use the Documentation,
install the Software in machine-readable executable object code on the Hardware
and use the Software in accordance with the Documentation provided by QIC.

COPYRIGHT. The Software is owned by QIC or its suppliers and is protected by
United States copyright laws and international treaty provisions. QIC and its
suppliers own and retain all right, title and interest in and to the Software,
including patents, trademarks, copyrights, trade secrets and other intellectual
property rights embodied or contained therein. Therefore, except as specifically
provided herein, Customer may not use, copy, or distribute the Software without
the prior written consent of QIC. Customer (i) may make one (1) copy of the
Software solely for backup or archival purposes, and (ii) may not copy the
Documentation accompanying the Software without the express written consent of
QIC.

RESTRICTIONS. This License may not be transferred by sublicense, assignment or
otherwise, except in the case of a transfer of all related QIC-supplied
Hardware. Transfer of QIC supplied Hardware shall include transfer of this
License; provided that (i) QIC has been notified in writing of the transfer;
(ii) the Hardware is the only Hardware specified for use with the Software;
(iii) each transferee must agree to the terms of this License; and (iv) any QIC
warranty or maintenance agreement in effect with Customer on the date of
transfer shall terminate without notice.

LIMITED WARRANTY. The "Warranty Period" means 90 days from the date of QIC's
invoice for the Software, or, if the Software is provided as a component to the
Hardware and specified for use with the Hardware, 90 days from the date of QIC's
invoice for the Hardware. QIC warrants that, at the time of delivery to Customer
and during the Warranty Period identified above: (i) the Software shall perform
reasonably in accordance with the specifications set forth in QIC's then current
commercially available Documentation for the Software or Hardware, and (ii) the
media on which the Software is delivered shall be free from defects in material
and workmanship.

CUSTOMER REMEDY. If the Software fails to comply with the limited warranty as
set forth herein during the Warranty Period, QIC will use commercial efforts to
repair or replace any such Software; or, at QIC's option, accept the return of
the Software and refund the License fees, or an equitable portion thereof, paid
by Customer for the Software.

SUPPORT.  QIC will provide Support for the Software as follows:

1)   as long as the Software is commercially available and supported by QIC,
     Customer will receive maintenance releases commercially available from QIC
     for the Software;

2)   during the Warranty Period, Customer will receive all commercially
     available maintenance releases, minor enhancements to the user interface,
     toll-free telephone consultation and assistance on the Software during the
     normal business hours of QIC, remote access support, and installation of
     any maintenance releases or minor enhancements to the user interface
     provided by QIC during the normal business hours of QIC;

Following the Warranty Period, Customer may, at its option, choose to purchase
any then current commercially available QIC support program for the Software.
Software Support services do not include maintenance releases, minor
enhancements and / or upgrades to any Hardware product(s) or System purchased
from QIC. Please contact QIC at the address listed below for details on QIC's
commercially available Hardware support service programs, after hours support,
installation assistance and on-site support services.



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EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, QIC AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW LIMITATIONS ON
IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY. IN NO EVENT SHALL QIC OR ITS SUPPLIERS BE LIABLE FOR
ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR COVER, OR LOSS OF
DATA, PROFIT, REVENUE OR USE IN CONNECTION WITH OR ARISING OUT OF CUSTOMERS USE
OF THE SOFTWARE, DOCUMENTATION, HARDWARE OR THIS LICENSE.

U.S. GOVERNMENT-RELATED RIGHTS. The Software and accompanying Documentation are
deemed to be "commercial computer Software" and "commercial computer Software
documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section
12.212, as applicable. Any use, modification, reproduction release, performance,
display or disclosure of the Software and accompanying Documentation by the U.S.
Government will be governed solely by the terms of this License and will be
prohibited except to the extent expressly permitted by the terms of this
License.

EXPORT RESTRICTIONS. Customer may not download, export, or re-export the
Software (a) into, or to a national or resident of, any country to which the
United States has embargoed goods, or (b) to anyone on the United States
Treasury Department's list of Specially Designated Nationals or the U.S.
Commerce Department's Table of Deny Orders. By downloading or using the
Software, Customer represents and warrants that Customer is not located in,
under the control of, or a national or resident of any such country or on any
such list. Customer acknowledges that it is Customer's sole responsibility to
comply with any and all government export and other applicable laws and that QIC
has no further responsibility for such after QIC's delivery of the License to
Customer.

The application of the United States Convention of Contracts for the
International Sale of Goods is expressly excluded. This License shall not be
subject to the Uniform Commercial Code. Any dispute between Customer and QIC
regarding this License will be subject to the exclusive venue and applicable
laws of the state and federal courts of the State of Washington.

ENTIRE AGREEMENT. This License constitutes the entire agreement between QIC and
Customer with respect to the subject matter hereof and shall supersede all
previous representations, agreements or proposals, whether oral or written. The
terms of this License shall prevail notwithstanding any variances with the terms
and conditions of any purchase order or other document submitted by Customer. If
any provision of this License is deemed invalid under any applicable statute or
rule of law, it is to that limited extent deemed omitted or modified.

CONTACT INFORMATION. Should you have any questions concerning this QIC Software
License and Limited Warranty, or if you desire to contact QIC for any reason,
please call (425) 402-2000, or write: Quinton Instrument, 3303 Monte Villa
Parkway, Bothell, Washington 98021-8906


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                                    EXHIBIT D

                        QIC LIMITED WARRANTY FOR HARDWARE


During the warranty period set forth herein, QIC warrants that 1) the Product,
used in a manner for which it was designed, will generally conform to the
specifications as set forth in the operators manual delivered by QIC with the
Product, and 2) the mechanical and electronic components of the Product will be
free from defects in materials and workmanship. This warranty is
non-transferable.

For Category I products (standalone, non-networked products), the warranty
period is 13 months from invoice date. For Category II products (system,
networked products), the warranty period is 12 months from the earliest of: a)
first clinical use, b) final acceptance or c) 90 days from shipment date. For
Category III products (upgrades), the warranty period is 90 days from the
earliest of: a) first clinical use, b) final acceptance or c) 90 days from
shipment date.

During the warranty period, QIC will provide Customer with the following at no
charge:

1.   Replacement of defective parts.

2.   Labor necessary to effect repairs or replace defective parts during normal
     business hours of 8:00AM to 4:30PM, Monday through Friday (excluding QIC
     holidays), Customer's local time zone.

3.   Access to the QIC Technical Support "hotline" during normal business hours
     of 8:00AM to 4:30PM, Monday through Friday (excluding QIC holidays),
     Customer's local time zone.

Parts replaced or labor performed under the terms of this warranty will be
warranted for the remainder of the original warranty term.

This warranty is void if failure of the Product results from accident, abuse,
improper use, neglect, repairs or alterations unauthorized by QIC, or any other
cause not directly resulting from a defect in materials or workmanship. If
failure of the Product results from any of the above conditions, all warranty
work performed by QIC, including parts and labor, shall be billed to Customer at
QIC's then current rates.

Interconnecting cables between the control panel and the mainframe of the
treadmill, patient cables, styli, ink cartridges, preamplifiers and all
external, operator accessible cabling, normally considered expendable, are
warranted for a period of 90 days from the date of Customer's invoice.
Electrodes and recording paper are specifically excluded from this warranty.
Calibration is not covered by this warranty unless failure results from a defect
in materials or workmanship. Also excluded from this warranty are operator
adjustments, as outlined in the operators manual, and power distribution within
the Customer's facility i.e. outlets, fuse boxes and wiring.

LIMITATION OF LIABILITY. QIC AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY LOSS
OR DAMAGE CLAIMED TO HAVE RESULTED FROM THE USE, OPERATION OR PERFORMANCE OF THE
PRODUCTS OR RELATED IN ANY WAY TO THEIR ACQUISITION, REGARDLESS OF THE FORM OF
ACTION. IN NO EVENT WILL QIC BE LIABLE TO CUSTOMER FOR (A) ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF QIC HAS BEEN ADVISED OF
THE POSSIBILITY THEREOF, (B) ANY DAMAGES RESULTING FROM LATENT DEFECTS, LOSS OF
DATA OR PROFITS, (C) ANY CLAIM WHETHER IN CONTRACT OR TORT, THAT AROSE MORE THAN
ONE YEAR PRIOR TO INSTITUTION OF SUIT THEREON. QIC shall be liable for actual
damages resulting from a material breach of this limited warranty and for
personal injury or property damages directly resulting from gross negligence or
intentional misconduct on the part of QIC up to, but not exceeding, the purchase
price or license fees paid hereunder.

NOTE: This warranty is offered separate from but in addition to any warranty the
original manufacturer might offer. The original manufacturer's warranty may be
found in the printed material accompanying the Product. Both warranties are in
effect concurrently and Customer may choose that which is most cost effective
and convenient.

TO OBTAIN WARRANTY SERVICE: Notify QIC at the address shown below. Have
available full details of the malfunction, as well as the model and serial
numbers of the Product. When QIC receives this information, Customer will be
advised as to the service arrangements: field repair, field replacement, or
factory repair. In the case of factory repair, Customer will be assigned a
"return authorization number" and directed to return the Product, freight
prepaid, to the address shown below:

                        QIC TECHNICAL SERVICES DEPARTMENT
                            3303 MONTE VILLA PARKWAY
                                BOTHELL, WA 98021
                           425/402-2485 (800) 426-0538

The foregoing warranty constitutes the sole and exclusive remedy of the
Customer, and the exclusive liability of QIC. This limited warranty is in lieu
of any and all other warranties, representations and conditions, express or
implied, based in



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statute, common law or equity, as to the merchantability, fitness or purpose
sold, description, quality productiveness, or any other matter.

                                    EXHIBIT E

                      DATA CONTENT OF THE EXPORTED RECORDS

This Exhibit defines the SCP sections that may be present and the data contents
of each section. Unless otherwise noted, the SCP file conforms all
specifications defined by SCP-ECG version 1.0.

E.1 SCP SECTION 1 - PATIENT / ECG ACQUISITION

This section is populated in a tagged data format. Tags 2 (Patient ID), 14
(Acquiring Device ID), 25 (Acquisition Date), and 26 (Acquisition Time) are
required; all other tags are optional. The Export program includes a tag if the
corresponding data is present in the ECG record. This section complies with the
SCP specification with the following exceptions:

        -       Tags 14 & 15 (Acquiring/Analyzing Device info) are not fully
                populated. The following fields are populated:

                -       Institution number (bytes 1&2, corresponding to Q-Scribe
                        Group)

                -       Department number (bytes 3&4, corresponding to Q-Scribe
                        Site)

                -       Device type (byte 7)

                -       Manufacturer code (byte 8)

        -       Tab 21 (Overreading Physician) if the record is confirmed, this
                field identifies the confirming physician; otherwise, the
                contents of this field are undefined.

E.2 SCP SECTION 2 - HUFFMAN DEFINITION

Section 2 of the SCP file defines the codes used for data compression. The
Synergy Export program uses the SCP default Huffman table.

E.3 SCP SECTION 3 - ECG LEAD DEFINITION

This section indicates how many leads are present, and the lead ID and sample
range for each. The Synergy Export program does not use Median beats. The sample
range for each lead is zero-based, rather than one-based as called for by the
SCP specification.

E.4 SCP SECTION 6 - RHYTHM DATA

This section contains the compressed sample data for each of the ECG leads
defined in Section 3. This section is in full conformance with the SCP
definition.

E.5 SCP SECTION 7 - GLOBAL MEASUREMENTS

This section contains global ECG measurements and pacemaker locations &
amplitudes (if present). This section is in full conformance with the SCP
definition.

E.6 SCP SECTION 8 - ECG INTERPRETIVE STATEMENTS

This section contains text (not coded) interpretation statements. The Synergy
Export program places an asterisk (*) as the first character of a remark
statement. Statement hints or reasons are placed at the end of the statement
line and enclosed in brackets ( [...] ). This section also indicates whether the
record has been confirmed, and if so, the date & time of confirmation.

E.7 SCP SECTION 10 - LEAD MEASUREMENTS

This section contains the measurements for each ECG lead. This section is in
compliance with the SCP specification with the following exceptions:

        -       The P & T amplitudes and morphologies are not fully supported.
                Only one of the (+) or (-) amplitudes is set; the other is
                always zero. The morphology is limited to "positive", "notched
                M" (both of these indicate that the (+) amplitude is valid), or
                "negative", "notched W" (which indicate that the (-) amplitude
                is valid).

        -       The Intrinsicoid deflection is not supported.



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