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                                                                   Exhibit 10.28


                                LICENSE AGREEMENT

        THIS LICENSE AGREEMENT ("Agreement") is made as of July 21, 1999 (the
"Effective Date") by and between Sonometrics Corporation, a corporation
organized and existing under the laws of Ontario, Canada, having a principal
place of business located at 135-4056 Meadowbrook Dr., London, Ontario, Canada
N6L 1E4 ("Licensor") and Cardiac Pathways Corporation, a corporation organized
and existing under the laws of Delaware, having a principal place of business at
995 Benecia Avenue, Sunnyvale, California 94086 ("Licensee").

                                   BACKGROUND

        WHEREAS, Licensor owns certain Licensed Patents (as defined below); and

        WHEREAS, Licensee wishes to obtain an exclusive license from Licensor to
the Licensed Patents on the terms and conditions set forth below.

        NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

        As used in this Agreement, the following terms shall have the meanings
indicated:

        1.1 "Affiliate" shall mean any corporation or other business entity
which during the term of this Agreement controls, is controlled by, or is under
common control with Licensee, but only for so long as such entity controls, is
controlled by, or is under common control with Licensee. For this purpose,
control shall mean the possession of the power to direct or cause the direction
of the management and the policies of an entity whether through ownership
directly or indirectly of fifty percent (50%) or more of the stock entitled to
vote, and for non-stock organizations, the right to receive fifty percent (50%)
or more of the profits by contract or otherwise, or in countries where control
of fifty percent (50%) or more of such rights is not permitted in the country
where such entity exists, the maximum permitted in such country.

        1.2 "Field" shall mean use of [***Redacted] and [***Redacted] in and on
the [***Redacted] that utilize essentially [***Redacted], excluding
[***Redacted] solely and directly related to [***Redacted].

***     Confidential treatment requested pursuant to a request for confidential
        treatment filed with the Securities and Exchange Commission. Omitted
        portions have been filed separately with the commissioner.


<PAGE>   2

        1.3 "Financing Event" means the closing of a transaction, as described
in the Preferred Stock Financing Agreements, dated May 21, 1999, entered into by
Licensee and a group of investors, relating to the sale of Licensee's
convertible preferred shares pursuant to which Licensee receives at least
twenty-five million dollars ($25,000,000) for the sale of such shares.

        1.4 "Licensee" shall mean Cardiac Pathways Corporation and its
Affiliates.

        1.5 "Licensed Patents" shall mean (i) all patents and patent
applications claiming or disclosing subject matter claimed or disclosed in those
certain patents and patent applications, including continuations and provisional
applications, that are owned or controlled by Licensor as of the Effective Date,
a complete listing of which is attached hereto as Exhibit A, and (ii) all
divisionals, continuations, continuations in-part, patents of addition, and
substitutions of, and all Patents issuing on any of the foregoing, together with
all registrations, reissues, re-examinations, or extensions of any kind with
respect to any of such patents.

        1.6 "Licensed Product" shall mean a product:

            1.6.1 within the scope of one or more Valid Claims of the Licensed
Patents in the country of manufacture or sale;

            1.6.2 produced, processed or otherwise manufactured by a process or
method within the scope of one or more Valid Claims of the Licensed Patents in
the country of such manufacture; or

            1.6.3 used in a process and/or method within the scope of one or
more Valid Claims of the Licensed Patents in the country where such product is
made or sold.

        1.7 "Listed Countries" shall mean France, Germany, Italy, Japan, and the
United States. Licensee may, from time to time, modify this list by notifying
Licensor in advance in writing.

        1.8 "Net Royalties" shall mean royalties and fees received by Licensee
from a Sublicensee with respect to the Licensed Patents, including any initial
payments, less all costs incurred by Licensee in collecting such royalties
including, without limitation, attorney's fees, audit and/or accountant's fees,
and collection costs.

        1.9 "Sublicensee" shall mean a third party to whom Licensee has granted
a license or sublicense to make, have made, import, use, sell, offer for sale,
or otherwise exploit a Licensed Patent in the Field.

        1.10 "Valid Claim" shall mean a claim of an issued and unexpired patent
or a claim of a pending patent application which has not been held unpatentable,
invalid or unenforceable by a court or other government agency of competent
jurisdiction and has not been admitted to be invalid or unenforceable through
reissue, re-examination, disclaimer or otherwise; provided, however, that if any
holding of invalidity, unenforceability or unpatentability is later reversed by
a court or agency with overriding authority, the relevant claim shall be
reinstated as a Valid Claim hereunder with



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respect to sales made after the date of such reversal. Notwithstanding the
foregoing provisions of this Section 1.10, if a claim of a pending patent
application has not issued as a claim of an issued patent, within five (5) years
after the date from which such claim takes priority, such pending claim shall
not be a Valid Claim for purposes of this Agreement unless and until the patent
is issued including such claim.

                                   ARTICLE II

                                     LICENSE

        2.1 Grant. Licensor hereby grants to Licensee an exclusive, worldwide,
royalty-bearing license, with the right to grant and authorize sublicenses, to
Licensor's entire interest in and to the Licensed Patents within the Field to:
(i) make, have made, use, import, have imported, sell, offer for sale and
otherwise exploit and distribute Licensed Products within the Field, and (ii)
practice any method, process or procedure included within the Licensed Patents
in the Field.

        2.2 Acknowledgement. Licensor expressly reserves the right to continue
practicing the Licensed Patents outside the Field.

                                   ARTICLE III

                              PAYMENTS AND REPORTS

        3.1 License Royalty. As consideration for the rights and licenses
granted by Licensor to Licensee hereunder, Licensee agrees to pay Licensor one
million United States dollars ($1,000,000 U.S.) within fifteen business days
after the closing of a Financing Event, and one million United States dollars
($1,000,000 U.S.) within two (2) business days of January 4, 2000.

        3.2    Sublicense Royalties.

               3.2.1 Payments on Net Royalties. In addition to the payments
above in Section 3.1, Licensee shall pay to Licensor a sublicensing royalty
equal to [***Redacted] percent ([***Redacted]%) of the Net Royalties it receives
from a Sublicensee within [***Redacted] ([***Redacted]) days of receipt by the
Licensee. It is understood and agreed that the "sublicense royalty" received by
Licensee from Sublicensees shall not include, (i) amounts received
[***Redacted], (ii) [***Redacted] of amounts [***Redacted], (iii) amounts
[***Redacted] under [***Redacted] with the [***Redacted], or (iv) amounts
[***Redacted] or [***Redacted].

***     Confidential treatment requested pursuant to a request for confidential
        treatment filed with the Securities and Exchange Commission. Omitted
        portions have been filed separately with the commissioner.



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               3.2.2 Outside Scope of Valid Claim. The sublicensing royalty rate
set forth in Section 3.2.1 above shall be [***Redacted] by [***Redacted] percent
([***Redacted]%) if the applicable Licensed Products are not within the scope of
an issued Valid Claim of a patent within the Licensed Patents in the country
such Licensed Products are made or sold.

               3.2.3 Royalty Term. The obligation of Licensee to pay royalties
under this Article III shall continue on a Licensed Product by Licensed Product
and country-by-country basis, for so long as there exists a Valid Claim covering
such Licensed Product in the country of such manufacture or sale.

        3.3 Payment Method. Unless otherwise requested in writing by Licensor,
all amounts payable under this Agreement shall be made by check drawn on a
United States bank account and delivered to Licensor at the address set forth in
Section 10.4 or such other business address as Licensor may designate in
writing. All payments hereunder shall be made in U.S. dollars. Any payments that
are not paid on the date such payments are due under this Agreement shall bear
interest, to the extent permitted by applicable law, at the prime rate as
reported by the Chase Manhattan Bank, New York, New York, on the date such
payment is due calculated on the number of days such payment is delinquent.

        3.4 Currency Conversion. If any currency conversion shall be required in
connection with the calculation of royalties hereunder, such conversion shall be
made using the selling exchange rate for conversion of the foreign currency into
U.S. dollars, quoted for current transactions reported in The Wall Street
Journal for the last business day of the calendar quarter to which such payment
pertains.

        3.5 Review of Accounting Records. Licensee shall maintain accurate books
and records which enable the calculation of sublicensing royalties payable
hereunder to be verified. Upon thirty (30) days prior notice to Licensee,
independent accountants selected by Licensor, reasonably acceptable to Licensee,
after entering into a confidentiality agreement with Licensee, may have access
to the books and records of Licensee to conduct a review or audit once per
calendar year, for the sole purpose of verifying the accuracy of Licensee's
payments and compliance with this Agreement. The accounting firm shall report to
Licensor only whether there has been a sublicensing royalty underpayment and, if
so, the amount thereof. Such access shall be permitted during Licensee's normal
business hours during the term of this Agreement and for three (3) years after
the expiration or termination of this Agreement. Any such inspection or audit
shall be at Licensor's expense, unless that it is demonstrated that Licensee has
underpaid Licensor by at least ten (10) percent of the amounts due Licensor
under Section 3.2.

***     Confidential treatment requested pursuant to a request for confidential
        treatment filed with the Securities and Exchange Commission. Omitted
        portions have been filed separately with the commissioner.


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                                   ARTICLE IV

                              TERM AND TERMINATION

        4.1 Term. The term of this Agreement shall commence on the Effective
Date, and unless earlier terminated as provided herein, shall continue in full
force and effect on a country-by-country and Licensed Product-by-Licensed
Product basis until there are no remaining royalty payment obligations in a
country, at which time the Agreement shall expire in its entirety in such
country.

        4.2 Termination for Cause. If either party materially breaches this
Agreement, the nonbreaching party may elect to give the breaching party written
notice describing the alleged breach. If the breaching party has not cured such
breach within sixty (60) days after receipt of such notice, the notifying party
will be entitled, in addition to any other rights it may have under this
Agreement, to terminate this Agreement effective immediately; provided, however,
if either party receives notification from the other of a material breach and if
the party alleged to be in breach notifies the nonbreaching party in writing
within thirty (30) days of receipt of default notice that it disputes the
asserted default, the parties shall discuss in good faith and attempt to resolve
such dispute. If the parties are unable to resolve such dispute within thirty
(30) days after notice of the dispute is received by the nonbreaching party, the
matter will be submitted to arbitration and no termination shall become
effective prior to the completion of such arbitration, and unless approved by
the arbitrators.

        4.3 Termination for Failure of Financing Event. If there has not been a
closing of a Financing Event on or before August 19, 1999, the Licensor may, at
its option, terminate this Agreement upon notice to the Licensee, unless the
Licensee chooses to extend the agreement for a period (the "Extension Period").
The Extension Period is defined as a period during which the Licensee pays the
Licensor an extension fee amounting to one thousand dollars ($1,000) per day up
to and including September 30, 1999. During this Extension Period, the Licensor
may not terminate this Agreement for failure to close a Financing Event.

        4.4 Permissive Termination. Licensee may terminate this Agreement with
respect to any country and/or any patent application or patent of the Licensed
Patents upon thirty (30) days written notice to Licensor.

        4.5    Effect of Termination.

               4.5.1 Accrued Rights and Obligations. Termination of this
Agreement for any reason shall not release any party hereto from any liability
which, at the time of such termination, has already accrued to the other party
or which is attributable to a period prior to such termination, nor preclude
either party from pursuing any rights and remedies it may have hereunder or at
law or in equity which accrued or are based upon any event occurring prior to
such termination.

               4.5.2 Stock on Hand. In the event this Agreement is terminated
for any reason, Licensee and its Sublicensees shall have the right to sell or
otherwise dispose of the stock of any Licensed Product subject to this Agreement
then on hand.



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               4.5.3 Sublicensees. In the event of any termination of this
Agreement any sublicenses granted by Licensee shall remain in force and effect
and shall be assigned by Licensee to Licensor, provided, that such Sublicensee
is currently in good standing with regard to its obligations under the
sublicense or has cured any default or breach within the period provided in such
sublicense, and further provided, that the financial obligations of each such
Sublicensee shall be limited to those due Licensee hereunder for the practice of
such a sublicense.

        4.6 Survival. Articles V, VII, IX and X, and Sections 4.5-4.6 shall
survive expiration or termination of this Agreement for any reason.

                                    ARTICLE V

                                 CONFIDENTIALITY

        5.1 Confidential Information. Except as expressly provided in this
Agreement, neither party shall use for its own benefit or the benefit of any
third party, or disclose to any third party, any confidential, proprietary or
trade secret information (the "Confidential Information") received from the
other party hereto, during the term of this Agreement and for five (5) years
thereafter. All Confidential Information must be designated as such by the
disclosing party in writing at or before the disclosure is made in writing, or
within thirty (30) days of such disclosure.

        5.2 Permitted Disclosures. Notwithstanding Section 5.1 above,
Confidential Information shall not include any of the following information
which the receiving party can demonstrate by competent evidence:

               5.2.1 was already known to the receiving party, other than under
an obligation of confidentiality, at the time of disclosure;

               5.2.2 was generally available to the public or otherwise part of
the public domain at the time of disclosure to the receiving party;

               5.2.3 became generally available to the public or otherwise part
of the public domain after its disclosure and other than through any act or
omission of the receiving party in breach of this Agreement;

               5.2.4 was independently developed by the receiving party without
reference to any information or materials disclosed by the disclosing party; or

               5.2.5 was subsequently disclosed to the receiving party by a
person other than a party without breach of any legal obligation to the
disclosing party.

        5.3 Additional Permitted Disclosures. In addition, either party may
disclose Confidential Information of the other (i) to their legal
representatives, employees and Affiliates, and legal representatives and
employees of Affiliates, consultants and Sublicensees, to the extent such



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disclosure is reasonably necessary to achieve the purposes of this Agreement,
and provided such representatives, employees, consultants and Sublicensees have
agreed in writing to obligations of confidentiality with respect to such
information no less stringent than those set forth herein; (ii) in connection
with the filing and support of patent applications; (iii) to a potential
Sublicensee or as reasonably required in the course of a contemplated public
offering or private financing; (iv) to a corporate partner; or (v) if disclosure
is compelled to be disclosed by a court order or applicable law or regulation,
provided that the party compelled to make such disclosure (x) requests
confidential treatment of such information, (y) provides the other party with
sufficient advance notice of the compelled disclosure to provide adequate time
to seek a protective order and (z) discloses only the minimum necessary to
comply with the requirement to disclose.

        5.4 Non-Disclosure. The terms of this Agreement shall not be disclosed
by Licensee or Licensor to any third party or be published unless both parties
expressly agree otherwise in writing. Licensee shall allow at least three (3)
business days notice of any proposed public disclosure for Licensor's review and
comment or to provide written consent. The text of any press release to be
issued by Licensee and/or Licensor concerning this Agreement as well as the
precise date and timing of the press release shall be agreed between the parties
in writing in advance, such agreement not to be unreasonably withheld or
delayed. However, this restriction shall not apply to announcements required by
law or regulation, except that in such event the parties shall coordinate to the
extent possible with respect to the details of any such announcement. This
restriction shall not apply to disclosure of this Agreement to certain private
third parties such as the shareholders, investment bankers, attorneys and other
professional consultants of, and prospective investors in Licensee or the
Licensor. Once a particular disclosure has been approved, further disclosures
that do not differ materially therefrom may be made without obtaining any
further consent of the other party.

                                   ARTICLE VI

                   PATENT PROSECUTION, ENFORCEMENT AND DEFENSE

        6.1 Licensor's Responsibilities. Licensor shall, using patent counsel
mutually acceptable to Licensee and Licensor, have the initial right to control,
on a best efforts basis, the preparation, filing, prosecution and maintenance of
the Licensed Patents, and any interferences, re-examinations, reissues and
opposition proceeding relating thereto. Licensee shall bear the reasonable costs
of prosecuting and maintaining the Licensed Patents in the Listed Countries
only, provided that (i) the costs are incurred after the Effective Date, (ii)
Licensee shall bear the costs of any interferences, re-examinations, reissues
and opposition on a case-by-case basis and only if Licensee agrees in writing to
bear such costs, and (iii) Licensee may choose to terminate its obligations
hereunder to bear the cost of preparation, filing, prosecution and/or
maintenance with respect to any Licensed Patent upon thirty (30) days written
notice to Licensor in advance of the procedural step which requires funding.
Licensee shall pay such reasonable costs within forty-five (45) days of
receiving an invoice for such costs. Licensor shall consult with Licensee
regarding the conduct of all such activities, by providing Licensee a reasonable
opportunity to review and comment on all proposed submissions to any patent
office before submission. For the purpose of this Agreement, "reasonable
opportunity" shall mean


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that Licensee shall receive from Licensor or its patent counsel true copies of
all documents relating to filing, registration, prosecution, and maintenance of
patent applications and patents within the Licensed Patents within ten (10) days
after Licensor has received such documents and materials or at least fifty-five
(55) days before any date imposed upon Licensor for action or response with
respect to such patent applications or patents. Licensee will use commercially
reasonable efforts to provide its comments to Licensor at least ten (10) days
before any date imposed upon Licensor for action or response with respect to the
patent applications or patents. Licensor agrees to consider Licensee's comments
concerning such documents and materials, and shall use its best efforts to
incorporate into the final version of such documents and materials any
modification(s) and/or claim(s) requested by Licensee. Licensor shall not
abandon any of the Licensed Patents without Licensee's prior written consent.

        6.2 Licensor's Failure to Prosecute. In the event Licensor declines to
file or having filed fails to further prosecute or maintain any patent
applications or patents, or conduct any interferences, re-examinations,
reissues, or oppositions, within a reasonable time therefor, then Licensee shall
have the right, upon thirty (30) days prior notice to Licensor, to prepare,
file, prosecute and maintain such patent applications and patents in such
countries as it deems appropriate, and conduct any interferences,
re-examinations, reissues or oppositions, at its sole expense, using patent
counsel of its choice.

        6.3 Copies. Upon request by Licensee, Licensor shall promptly provide to
Licensee a copy of any patent applications within the Licensed Patents filed by
Licensor during the term of this Agreement and all material documents received
from or sent to any patent office relating thereto which relate to the scope,
term, maintenance, validity, or enforceability of any of the Licensed Patents,
or any challenge to or change to any of the preceding.

        6.4 Patent Term Extensions. With respect to any patent within the
Licensed Patents, Licensor will designate Licensee or its designee as its agent
for obtaining an extension of such patent or governmental equivalent which
extends the exclusivity of any of the patent subject matter where available in
any country in the world or if not feasible, at Licensee's option, permit
Licensee to file in Licensor's name or diligently obtain such extension for
Licensee or its Sublicensee(s), at Licensee's expense. Furthermore, Licensor
shall provide reasonable assistance to facilitate Licensee's or its
Sublicensees' efforts to obtain any such extension.

        6.5 Enforcement. If either party hereto becomes aware that any Licensed
Patents are being or have been infringed by any third party or are subject to a
declaratory judgment action, such party shall promptly notify the other party
hereto in writing describing the facts relating thereto in reasonable detail.

               6.5.1 Licensee. Licensee shall have the initial right, but not
obligation, to institute, prosecute and control any such action, suit or
proceeding (an "Action") at its expense, using legal counsel acceptable to
Licensor, and Licensor shall cooperate with Licensee in connection with any such
Action, at Licensee's expense; provided, Licensee may not enter into any
settlement which admits that any of the Licensed Patents are invalid or
unenforceable. Licensor may, at its option and


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cost, be represented by legal counsel of its choice in such proceedings to
observe the proceedings. Any amounts recovered from third parties in any such
Action shall be used first to reimburse Licensee for its costs and expenses
associated with such Action (including, without limitation, attorney and expert
fees), and the remainder shall be treated as follows: the portion of any
recovery which is attributable to damages for reasonable royalties or lost
profits shall be determined, and Licensor shall receive a portion of such amount
equal to the applicable royalty it would have received pursuant to Article III
if Licensee had made the sales actually made by the infringer.

               6.5.2 Licensor. In the event Licensee fails to initiate or defend
any Action involving the Licensed Patents within nine (9) months of receiving
notice of any alleged infringement, Licensor shall have the right, but not the
obligation, to initiate such an Action, at its expense, using legal counsel of
its choice, and Licensee shall cooperate with Licensor in connection with any
such Action at Licensor's expense; provided, Licensor may not enter into any
settlement which admits that any of the Licensed Patents are invalid or
unenforceable. Licensee shall provide notice to Licensor of having received such
notice of alleged infringement within [***Redacted] ([***Redacted]) days of
receipt of such notice. Any amounts recovered from third parties in any such
Action shall be used first to reimburse Licensor for its costs and expenses
associated with such Action (including, without limitation, attorney and expert
fees), and the remainder shall be divided between the parties, with Licensor
receiving [***Redacted] percent ([***Redacted]%) of such remainder and Licensee
receiving [***Redacted] percent ([***Redacted]%).

        6.6 Defense. If Licensee, its Sublicensee, distributor or other customer
is sued by a third party charging infringement of patent rights that dominate a
claim of the Licensed Patents or that cover the development, manufacture, use,
distribution or sale of a Licensed Product, Licensee will be entitled to control
the defense in any such action(s), and withhold [***Redacted] of the royalties
related to such Licensed Product in the country of suit otherwise payable to
Licensor and use such withheld royalties to reimburse the legal defense costs,
attorney fees and liability incurred in such infringement suit(s).
Notwithstanding the foregoing, Licensee agrees to withhold only that portion of
such royalties as may reasonably be necessary to reimburse amounts in accordance
with this Section 6.6. If Licensee is required to pay a royalty or other amount
to a third party to make and/or sell a Licensed Product as a result of a final
judgment or settlement, [***Redacted] of such amounts may be deducted from the
royalties payable to Licensor hereunder in relation to such Licensed Product;
provided that such royalties shall not be so reduced by more than [***Redacted]
percent ([***Redacted]%). Licensor may, at its option and cost, be represented
by legal counsel of its choice in such proceedings to observe the proceedings.

***     Confidential treatment requested pursuant to a request for confidential
        treatment filed with the Securities and Exchange Commission. Omitted
        portions have been filed separately with the commissioner.



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               6.7 Cooperation. In any suit, action or other proceeding in
connection with enforcement and/or defense of the Licensed Patents, Licensor
shall at the expense of Licensee cooperate fully, including without limitation
by joining as a party plaintiff and executing such documents as Licensee may
reasonably request. Furthermore, upon the request of and, at the expense of
Licensee, Licensor shall make available at reasonable times and under
appropriate conditions all relevant records, papers, information, samples and
other similar materials in Licensor's possession.

                                   ARTICLE VII

                           INDEMNIFICATION; INSURANCE

        7.1 Licensee. Licensee shall defend and hold Licensor and it trustees,
officers, agents, faculty, employees and students harmless as against any
judgments, fees, expenses, or other costs arising from or incidental to any
product liability or other lawsuit, claim, demand or other action (a
"Liability") brought by a third party as a consequence of the practice of the
Licensed Patents by Licensee or any Sublicensee, whether or not Licensor is
named as a party defendant in any lawsuit, except to the extent such Liability
is caused by the negligence or willful misconduct of Licensor.

        7.2 Licensor. Licensor shall defend and hold Licensee and its directors,
officers, employees and agents harmless as against any judgments, fees,
expenses, liabilities, or other costs arising from or incidental to any product
liability or other lawsuit, claim, demand or other action (also a "Liability")
resulting from any claim, suit or proceeding brought by a third party against
any of the foregoing entities, arising out of or in connection with any
misrepresentation with regard to, or breach of any of, the representations and
warranties of Licensor set forth in Article VIII, or to the extent due to the
negligence or willful misconduct of Licensor.

        7.3 Procedure. In the event that any indemnitee intends to claim
indemnification under this Article VII it shall promptly notify the other party
in writing of such potential Liability. The indemnifying party shall have the
right to control the defense thereof. The affected indemnitees shall cooperate
fully with the indemnifying party and its legal representatives in the
investigation and conduct of any Liability covered by this Article VII.
Notwithstanding the foregoing, neither party shall have indemnity obligations
for any claim if the indemnitee seeking indemnification makes any admission,
settlement or other communication regarding such claim without the prior written
consent of the indemnifying party.


                                  ARTICLE VIII

                         REPRESENTATIONS AND WARRANTIES

        8.1 Licensor. Licensor represents and warrants that: (i) it is a
corporation duly organized validly existing and in good standing under the laws
of Ontario, Canada; (ii) the execution, delivery and performance of this
Agreement have been duly authorized by all necessary corporate action on


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the part of Licensor; (iii) to the Licensor's best knowledge, Licensor is the
sole and exclusive owner of all right, title and interest in and to the Licensed
Patents; (iv) Licensor has the right to grant the rights and licenses granted
herein; (v) the Licensed Patents are free and clear of any lien, encumbrance,
security interest or restriction on license; (vi) to Licensor's best knowledge,
the practice of the Licensed Patents will not infringe intellectual property of
third parties; (vii) it has not previously granted, and will not grant during
the term of this Agreement, any right, license or interest in or to the Licensed
Patents, or any portion thereof, inconsistent with the license granted to
Licensee herein; (viii) there are no threatened or pending actions, suits,
investigations, claims or proceedings in any way relating to the Licensed
Patents; and (ix) the list in Exhibit A of Licensed Patents represents the
entire patent portfolio of Licensor as of the Effective Date.

        8.2 Licensee. Licensee represents and warrants that: (i) it is a
corporation duly organized validly existing and in good standing under the laws
of the State of Delaware, (ii) the execution, delivery and performance of this
Agreement have been duly authorized by all necessary corporate action on the
part of Licensee, and (iii) Licensee has made no previous obligation materially
inconsistent with its obligations under this Agreement.

                                   ARTICLE IX

                                   ARBITRATION

        9.1 Arbitration. Licensor and Licensee agree that any dispute or
controversy arising out of or relating to Section 4.2 or Article III of this
Agreement shall be settled by binding arbitration in San Francisco, California,
United States of America, under the then-current Commercial Agreement
Arbitration Rules of the American Arbitration Association by one (1) arbitrator
appointed in accordance with such Rules. The arbitrator shall determine what
discovery will be permitted, based on the principle of limiting the cost and
time that the parties must expend on discovery; provided, the arbitrator shall
permit such discovery it deems necessary to achieve an equitable resolution of
the dispute. The decision and/or award rendered by the arbitrator shall be
written, final and non-appealable and may be entered in any court of competent
jurisdiction. The parties agree that, any provision of applicable law
notwithstanding, they will not request, and the arbitrator shall have no
authority to award punitive or exemplary damages against any party. The costs of
any arbitration, including administrative fees and fees of the arbitrator, shall
be shared equally by the parties. Each party shall bear the cost of its own
attorney and expert fees.

                                    ARTICLE X

                                     GENERAL

        10.1 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to
principles of conflicts of laws.



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        10.2 Independent Contractors. The relationship of the parties hereto is
that of independent contractors. The parties hereto are not deemed to be agents,
partners or joint ventures of the other for any purpose as a result of this
Agreement or the transactions contemplated thereby.

        10.3 Assignment. This Agreement shall be not be assignable by Licensor
or by Licensee without the other party's prior written consent, which shall not
be unreasonably withheld; provided, however, that either party may assign this
Agreement without such consent (i) to an Affiliate, or (ii) in connection with a
transfer of all or substantially all of its assets to which this Agreement
relates whether by sale, merger, operation of law or otherwise. This Agreement
shall be binding upon and inure to the benefit of the parties and their
successors and assigns.

        10.4 Notices. Any required notices hereunder shall be given in writing
by certified mail or overnight express delivery service at the address of each
party set forth below, or to such other address as either party may indicate on
its behalf by written notice.

If to Licensee:

Cardiac Pathways Corporation
995 Benecia Avenue
Sunnyvale, CA 94086
Attention:  G. Michael Latta

If to Licensor:
Sonometrics Corporation
135-4056 Meadowbrook Dr.
London, Ontario, Canada N6L 1E4
Attn:  Blair Poetschke

        Notice shall be deemed served when delivered or, if delivery is not
accomplished by reason or some fault of the addressee, when tendered.

        10.5 Force Majeure. Neither party shall lose any rights hereunder or be
liable to the other party for damages or losses (except for payment obligations)
on account of failure of performance by the defaulting party if the failure is
occasioned by war, strike, fire, Act of God, earthquake, flood, lockout,
embargo, governmental acts or orders or restrictions, failure of suppliers, or
any other reason where failure to perform is beyond the reasonable control and
not caused by the negligence, intentional conduct or misconduct of the
nonperforming party and the nonperforming party has exerted all reasonable
efforts to avoid or remedy such force majeure; provided, however, that in no
event shall a party be required to settle any labor dispute or disturbance.

        10.6 Compliance with Laws. Each party shall furnish to the other party
any information related to the subject matter of this Agreement requested or
required by that party during the term of this Agreement or any extensions
hereof to enable that party to comply with the requirements of any U.S. or
foreign federal, state and/or government agency. Each party agrees to make
reasonable efforts to comply with applicable laws.



                                      -12-
<PAGE>   13

        10.7 Export Controls. Licensee acknowledges that it is subject to United
States laws and regulations controlling the export of products or technical
information. Licensee agrees that it will not export, directly or indirectly,
any technical information acquired from Licensor under this Agreement or any
products using such technical information to any country for which the United
States government or agency thereof at the time of export requires an export
license or other governmental approval, without first obtaining the written
consent to do so from the Department of Commerce or other agency of the United
States government when required by an applicable statute or regulation.

        10.8 LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF
THE PERFORMANCE OF THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF
LIABILITY.

        10.9 Further Assurances. At any time or from time to time on and after
the date of this Agreement, Licensor shall at the written request of Licensee
(i) deliver to Licensee such records, data or other documents consistent with
the provisions of this Agreement, (ii) execute, and deliver or cause to be
delivered, all such consents, documents or further instruments of transfer or
license, and (iii) take or cause to be taken all such actions, as Licensee may
reasonably deem necessary or desirable in order for Licensee to obtain the full
benefits of this Agreement and the transactions contemplated hereby.

        10.10 Severability. In the event that any provisions of this Agreement
are determined to be invalid or unenforceable by a court of competent
jurisdiction, the remainder of the Agreement shall remain in full force and
effect without said provision. The parties shall in good faith negotiate a
substitute clause for any provision declared invalid or unenforceable, which
shall most nearly approximate the intent of the parties in entering this
Agreement.

        10.11 Waiver. The failure of a party to enforce any provision of the
Agreement shall not be construed to be a waiver of the right of such party to
thereafter enforce that provision or any other provision or right.

        10.12 Entire Agreement; Amendment. This Agreement sets forth the entire
agreement and understanding of the parties with respect to the subject matter
hereof, and supersedes all prior discussions, agreements and writings in
relating thereto. This Agreement may not be altered, amended or modified in any
way except by a writing signed by both parties.

        10.13 Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed an original and which together shall constitute
one instrument.



                                      -13-
<PAGE>   14

IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement by their
respective duly authorized representatives.


Sonometrics Corporation                       Cardiac Pathways Corporation



By:     /s/ Blair Poetschke                   By:    /s/ Thomas M. Prescott
   ------------------------                      ---------------------------
Name: Blair Poetschke                         Name: Thomas M. Prescott

Title: President                              Title: Chief Executive Officer



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<PAGE>   15



                                    EXHIBIT A



    APPLN SERIAL #/            ISSUE DATE/
    ISSUED PATENT #            FILING DATE                TITLE
----------------------    ---------------------    ------------------
[***Redacted]






***     Confidential treatment requested pursuant to a request for confidential
        treatment filed with the Securities and Exchange Commission. Omitted
        portions have been filed separately with the commissioner.

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