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*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed with the Securities and Exchange Commission
pursuant to Rule 406 of the Securities Act of 1933, as amended.

                                                                [EXECUTION COPY]

                                                                    Exhibit 10.6

                             DISTRIBUTION AGREEMENT

     This Distribution Agreement (this "Agreement"), is made effective as of
November 9, 2000 (the "Effective Date"), between Data Critical Corporation, a
Delaware corporation ("Data Critical"), and Medtronic Physio-Control, Corp., a
Washington corporation (together with its subsidiaries, "Medtronic").

                                   Background

     Data Critical develops, markets, manufactures and sells wireless enabled
communication products and services for medical devices.  Medtronic manufactures
and sells medical devices and related services and products.  The parties
mutually desire to appoint Medtronic as the exclusive distributor of certain of
Data Critical's products and services.

     Therefore, the parties agree as follows:

1  Definitions.

   1.1    "Affiliate" of a person or entity is another person or entity that
          owns or controls directly or indirectly such person or entity, any
          person or entity that controls or is controlled by or is under common
          control with such person or entity, and each of person or entity's
          senior executive officers, directors, partners and, for any entity
          that is a limited liability company, that entity's managers and
          members.

   1.2    "Derivative Work" shall mean a work that is based on one or more
          Products, such as a revision, modification, translation, abridgment,
          condensation, expansion, or any other form in which such preexisting
          works or any part thereof may be recast, transformed, or adapted, and
          which, if prepared without authorization of the owner of the copyright
          in such Product, would constitute a copyright infringement. For the
          purposes of this Agreement, a Derivative Work shall also include any
          compilation that incorporates such a Product.

   1.3    "Documentation" shall mean user manuals and other written materials
          that relate to a particular Product, including materials useful for
          design (for example, logic manuals, flow charts, and principles of
          operation), and machine-readable text or graphic files subject to
          display or printout and product specifications.

   1.4    "End User" shall mean any third party that obtains a unit of Product
          solely for its own internal business purposes and not for further
          distribution or resale; provided that solely for purposes of the
          Minimum End User Requirements , "End Users" shall include any stocking
          distributor of Medtronic. For the avoidance of doubt, "End User" shall
          not include any OEM.

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   1.5    "End User Warranty" shall mean Data Critical's original warranty, if
          any, provided in the End User license provided with the Products, as
          set forth in Annex G.

   1.6    "Extended Service Contract" is defined in Section 4.4.2.

   1.7    "Intellectual Property Rights" shall mean, collectively, worldwide
          Patents, Trade Secrets, Copyrights, Trademarks, mask work rights,
          moral rights, trade names, rights in trade dress, and all other
          intellectual property rights and proprietary rights, whether arising
          under the laws of the United States or any other state, country or
          jurisdiction and all application and registration interests in and to
          any of the foregoing, and also including all rights or causes of
          action for infringement or misappropriation of any of the foregoing.
          For purposes of this Agreement: (a) "Patents" shall mean all patent
          rights and all right, title, and interest in all letters patent or
          equivalent rights and applications, including provisional
          applications, for letters patent or rights, industrial and utility
          models, industrial designs, petty patents, patents of importation,
          patents of addition, certificates of invention, and other government
          issued or granted indicia of invention ownership, including any
          reissue, extension, division, continuation, or continuation-in-part
          applications throughout the world; (b) "Trade Secrets" shall mean all
          right, title, and interest in all trade secrets and trade secret
          rights arising under common law, state law, federal law, or laws of
          foreign countries; (c) "Copyrights" shall mean all copyrights, and all
          other literary property and authorship rights, and all right, title,
          and interest in all copyrights, copyright registrations, certificates
          of copyright and copyrighted interests throughout the world; and (d)
          "Trademarks" shall mean all right, title, and interest in all
          trademark, service mark, trade name, and trade dress rights arising
          under the common law, state law, federal law, and laws of foreign
          countries, and all right, title, and interest in all trademark,
          service mark, trade name, and trade dress applications and
          registrations interests throughout the world.

   1.8    "Manufacturing and Design Documentation" shall mean materials, media,
          and know-how of Data Critical or Medtronic, including materials and
          media created by third-party contractors, suppliers, or licensors
          acting at the request of Data Critical or Medtronic, specifically for
          use in the manufacture and design of Products or the production of
          improvements, including drawings, routings, bills of materials,
          schematics, circuit diagrams, specifications, and test documents.

   1.9    "Market" shall mean any hospital, hospital body, hospital department
          or the functions performed by any of the foregoing. For clarity's
          sake, "Market" shall not include clinics not affiliated with
          hospitals, nursing homes and extended care facilities.

   1.10   "Master Agreement" shall mean that certain agreement, dated as of May
          31, 2000, between Medtronic and Data Critical, a copy of which is
          attached hereto as Annex H.

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   1.11   "Minimum End User Requirements" shall mean Medtronic's obligation to
           sell to End Users an aggregate amount of Products having an aggregate
           Transfer Price equal to [*].

   1.12   "Minimums" shall mean the minimum quarterly aggregate Transfer Price
          requirements set forth on Annex C (as modified from time to time in
          accordance with Section 6.2), for which Medtronic is obliged to
          purchase a minimum amount of Products (or any shortfall thereof)
          pursuant to Section 3.3.1 and to pay for pursuant to Section 5.2.1.

   1.13   "Network Products" is defined in Section 3.2.4.

   1.14   "New Product" shall mean new versions of a Product that contain
          significant enhancements or new functionality, and any standard Data
          Critical product that is a wired or wireless alarm notification
          product designed for use in the Market and that is not an existing
          Product, and in each case any related Documentation.

   1.15   "Original Equipment Manufacturer" or "OEM" shall mean a party that has
          a written agreement with Data Critical to market, promote, sell,
          offer, use, bundle or distribute, directly or indirectly, one or more
          Data Critical products, including the Products, (i) in connection with
          one or more of such party's products, and/or (ii) bearing labeling or
          indicia which clearly identifies the Data Critical products (including
          the Products) as products of such OEM, and not of Data Critical or any
          third party.

   1.16   "Parent" shall mean Medtronic, Inc. or any of its successors or
          assigns.

   1.17   "Part" shall mean any component, part, accessory for, or, to the
          extent Data Critical charges therefor, any Updates of, a Product.

   1.18   "Pre-Existing Contract" shall mean those bookings by Data Critical
          prior to January 1, 2001 still requiring installation by Medtronic
          after January 1, 2001.

   1.19   "Products" shall mean the wired or wireless alarm notification systems
          and products currently identified in Annex A hereto as the same may be
          amended from time to time to add New Products that the Joint Review
          Committee determines shall be subject to this Agreement in accordance
          with Section 6.2, together with any Updates. The term "Products" shall
          not include any Parts except for purposes of Section 2.1.2.

   1.20   "Software" shall mean any software that is embedded in or supplied in
          connection with any Product, together with any Updates.

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   1.21   "Software License" shall mean, for each unit of StatView Product, a
          license for the StatView system for a single bed to which such
          StatView Product may be attached.

   1.22   "Subdistributors" is defined in Section 3.1.2.

   1.23   "Territory" shall mean the worldwide Market (exclusive of the
          "Territory" as defined in the Master Agreement); provided, that
          subject to the Master Agreement, nothing in this agreement shall
          convey any rights to Medtronic to market, promote, sell, offer for
          sale, have sold or offered for sale, use, bundle or otherwise
          distribute directly or indirectly Data Critical's products (including
          the Products) outside of the Territory.

   1.24   "Transfer Price" shall mean, for any Product, the price of such
          Product as set forth in Annex B, as amended from time to time pursuant
          to Section 6.3.

   1.25   "Updates" shall mean new versions, including maintenance releases, and
          localizations and translations thereof, of a Product that contain bug
          fixes, error corrections and minor enhancements, but not containing
          significant enhancements or new functionality, and any related
          Documentation.

2  Distributorship and License.

   2.1    Exclusivity

          2.1.1     Distribution.  Subject to the terms and conditions of this
                    Agreement and pursuant to the license granted in Section
                    2.1.2, Data Critical hereby appoints Medtronic as Data
                    Critical's exclusive distributor for the marketing,
                    promotion, sale, offer, use and other distribution in the
                    Territory of (a) Products and (b) Software for bundled use
                    with such Products.

          2.1.2     License.  Subject to the terms and conditions of this
                    Agreement, Data Critical hereby grants to Medtronic the
                    exclusive license, without right to sublicense (except as
                    specifically provided in Sections 3.1.2 and 3.1.7 below), to
                    market, promote, sell, offer, use and otherwise distribute
                    in the Territory (a) Products and (b) Software for bundled
                    use with such Products.

   2.2    Minimum End User Requirements.

          2.2.1     Failure to Achieve Minimum End User Requirement. If
                    Medtronic fails to sell Products to End Users in amounts
                    sufficient to achieve its minimum End User Requirements for
                    [*], and has not cured such failure within [*], then [*],

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                    the following shall occur:

                    (a)  subject to subparagraph (d) below, the appointment of
                         Medtronic as distributor under Section 2.1.1. and the
                         license granted under Section 2.1.2 shall remain
                         exclusive;

                    (b)  subject to subparagraph (d) below, Medtronic shall
                         continue be obligated to comply with its Minimums;

                    (c)  Medtronic shall have the right to sell any unsold
                         inventory held in stock; provided, that at Data
                         Critical's sole discretion and request, Medtronic shall
                         return inventory to Data Critical at such inventory's
                         original Transfer Price; and

                    (d)  [*].

          2.2.2     Understanding on Basis for Minimums.  Medtronic's first-year
                    Minimums are based, in part, on the following:

                    (a)  Data Critical represents and warrants that, to the best
                         of its knowledge, [*] provided by Data Critical to
                         Medtronic, as attached in Annex M, have been prepared
                         in good faith and are not materially misleading in the
                         light of the circumstances under which they were
                         prepared.

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                    (b)  Data Critical represents and warrants that it is
                         unaware of any fact or circumstance specific to Data
                         Critical's business that would materially adversely
                         affect Data Critical's business as currently conducted.

                    (c)  Data Critical's timely completion of the projected
                         Product roll-out as set forth in Annex A.

                    (d)  [*].

                    The parties agree that any breach or inaccuracy of the above
                    representations, warranties or assumptions shall not be
                    deemed a breach of this Agreement, but instead will give
                    rise to a good faith renegotiation of the Minimums.

   2.3    Limitations to Exclusivity

          2.3.1     Exclusions. Notwithstanding Section 2.1, Data Critical
                    retains the right to distribute the Products and software
                    to: [*].

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          2.3.2     Internal and Affiliate Use.  Data Critical shall retain the
                    right to use, modify, have incorporated in other products,
                    reproduce, and have reproduced Products in the Territory for
                    its own internal use, for the purposes of research and
                    development, and for the benefit of (and sale, lease, or
                    other transfer to) any subsidiary or affiliate of Data
                    Critical; provided, however, that Data Critical shall ensure
                    that each such subsidiary or affiliate complies and agrees
                    in writing to comply with the terms of this Agreement. The
                    failure of such subsidiary or affiliate to comply with any
                    term of this Agreement shall be considered a material breach
                    of this Agreement by Data Critical only to the extent that
                    the failure of Data Critical to comply with such term would
                    be a material breach of this Agreement.

   2.4    Technology Exclusivity. [*].

   2.5    Change of Control.  For purposes of this Section 2.5, "Change of
          Control" shall mean, with respect to any person or entity, (i) a
          merger, consolidation, amalgamation or other similar transaction with
          an Acquiror whereby the direct or indirect shareholders of such person
          or entity immediately before such

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          transaction cease to own at least a majority of the outstanding
          capital stock of such person or entity entitled to vote for the
          directors of such person or entity, or (ii) a sale of all or
          substantially all of the assets of such person or entity to an
          Acquiror. For purposes of this Section 2.5, an "Acquiror" shall mean
          any person or entity and its Affiliates other than Data Critical,
          Medtronic, the Parent or a subsidiary of either that is the successor
          entity in respect of a Change of Control.

          (a)  In the event of a Change of Control of Data Critical involving an
               Acquiror that directly competes in the medical device market with
               Medtronic, then (i) Medtronic shall have the right to elect to
               terminate this Agreement by written notice delivered to Data
               Critical within ten (10) days of Medtronic's receipt of notice of
               such Change of Control, and upon such election shall have no
               further obligations with respect to its Minimum End User
               Requirements and Minimums, and (ii) the Acquiror shall have the
               right to elect to terminate this Agreement effective six (6)
               months after such Change of Control by written notice delivered
               to Medtronic within ten (10) days of such Change of Control,
               provided that the appointment of Medtronic as distributor under
               Section 2.1.1 and the license granted under Section 2.1.2 shall
               be non-exclusive and Medtronic shall have no further obligations
               with respect to its Minimum End User Requirements and Minimums
               during such six-month period.

          (b)  In the event of a Change of Control of Data Critical involving an
               Acquiror that does not directly compete in the medical device
               market with Medtronic, then this Agreement shall continue in full
               force and effect unless Medtronic reasonably determines, based on
               commercially reasonable standards, that such Change of Control
               will result in significant commercial harm to Medtronic, in which
               event Section 2.5(a) shall control.

          (c)  In the event of a Change of Control of either Medtronic or the
               Parent involving an Acquiror that is either a vendor of Data
               Critical listed in Annex A or directly competes in the medical
               device market with Data Critical, then Data Critical shall have
               the right to elect to terminate this Agreement effective six (6)
               months after such Change of Control by written notice delivered
               to Medtronic within ten (10) days after Data Critical's receipt
               of notice of such Change of Control.

          (d)  In the event of a Change of Control of either Medtronic or the
               Parent involving any other Acquiror, then this Agreement shall
               continue in full force and effect in all respects.

     Any termination of this Agreement pursuant to and in accordance with this
Section 2.5 shall not be deemed a breach of this Agreement by either party,
provided it shall not affect or diminish Medtronic's payment and purchase
obligations in respect of any period prior to termination of this Agreement.

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<PAGE>

3  Distribution Services.

   3.1    Medtronic Responsibilities. Medtronic shall perform its obligations
          under this Section 3.1 in a professional and commercially reasonable
          manner.

          3.1.1     Marketing and Distribution Obligations.  Medtronic shall use
                    its best commercially reasonable efforts to market, promote,
                    and distribute the Products. This obligation shall include
                    without limitation the use of mailings, telemarketing
                    programs, advertising, seminars, and other customary
                    marketing techniques. Should Medtronic enter into any
                    agreement, understanding or arrangement with any
                    manufacturer or third party supplier of networked monitoring
                    equipment, Medtronic shall not offer preferential pricing to
                    the End User specifically for any Network Product. For the
                    sake of clarity, nothing in this Agreement shall prohibit or
                    restrict Medtronic from (a) entering into any such
                    agreement, understanding or arrangement, or (b) bundling
                    Products with other products and charging an aggregate price
                    for such bundle. Notwithstanding the foregoing, Medtronic
                    shall promptly notify Data Critical of its entering into
                    such agreement, and Data Critical shall have the right, at
                    its election by written notice to Medtronic at any time
                    within thirty (30) days after receipt of such notice, to
                    terminate this Agreement effective six (6) months after the
                    date of such notice (it being understood that such election
                    of termination shall not affect Medtronic's Minimums for
                    such six-month period).

          3.1.2     Subdistributors.  Subject to the restrictions in the
                    following sentence, Medtronic shall be entitled to market,
                    promote, sell, offer, use and otherwise distribute the
                    Products in the Territory through subdistributors and other
                    third-party intermediaries (collectively,
                    "Subdistributors"), provided, that Medtronic shall ensure
                    that each Subdistributor acknowledges in writing the terms
                    and conditions of this Agreement and its obligation to
                    comply with the same, and does not perform any act which, if
                    performed by Medtronic, would be a material breach of this
                    Agreement by Medtronic. Medtronic shall use the
                    Subdistributors identified in Annex E and, from time to
                    time, any other Subdistributors that do not market or
                    distribute products that compete directly with the Products,
                    in each case as approved by Data Critical (such approval not
                    to be unreasonably withheld); provided that Medtronic shall
                    promptly deliver to Data Critical an amended Annex E that
                    sets forth the identity and address of each such additional
                    Subdistributor.

          3.1.3     Inclusion in the Exchange.  Subject to the restrictions set
                    forth in Section 3.1.1, as Medtronic is a participant in the
                    Global Healthcare Exchange, Medtronic shall use its best
                    efforts to include all of the Products it

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<PAGE>

                    distributes, as soon as is reasonably practical, in the
                    Global Healthcare Exchange.

          3.1.4     Inclusion in National Accounts Contracts.  Subject to the
                    restrictions set forth in Section 3.1.1, Medtronic shall
                    include the Products that it distributes on the contracts
                    with its National Accounts and/or Hospital Buying Groups as
                    soon as is reasonably practical.

          3.1.5     Installation.  Exclusive of the training and support
                    described in Section 3.2.3, and in addition to the
                    obligations described in Section 4.3, Medtronic shall
                    exclusively provide all installation services and field
                    services in connection with each Product previously or
                    hereafter distributed by or for Data Critical (including by
                    Medtronic) at levels at or above those that Data Critical
                    generally offered with respect to the same or similar
                    products prior to the Effective Date. Data Critical shall
                    have no obligations to provide any installation services
                    directly to End Users. In addition:

                    (a)  Medtronic shall provide all reasonable ongoing Product
                         and Software (including Updates of each) and other
                         training (e.g., sales or technical training) to
                         maintain a reasonable number of Medtronic sales and
                         training representatives at a level sufficient to
                         fulfill its duties under this Agreement. Such training
                         shall include and cover, as applicable, and without
                         limitation, the functionality, use, operation, and
                         limitations of the Products and Software; Product and
                         Software installation, testing, inspection, and
                         monitoring; and Product and Software trouble shooting,
                         maintenance, repair, and support. Each party shall bear
                         its own costs and expenses associated with developing
                         and conducting such training; and

                    (b)  Medtronic shall maintain a qualified service
                         capability, furnish 24-hour, toll free, customer
                         service support to End Users for the Products.

          3.1.6     Labeling and Proprietary Rights Notices.  Medtronic shall
                    not alter the labeling set forth on those Products provided
                    to Medtronic by Data Critical. Medtronic shall not remove,
                    obscure or fail to reproduce any copyright or other
                    proprietary notices incorporated on or in any such products
                    by Data Critical or as otherwise required by Data Critical.
                    Notwithstanding the foregoing, Medtronic shall have the
                    right, subject to Data Critical's reasonable approval, to
                    affix or place its own labels and indicia on the Products.

          3.1.7     Reports; Sales Forecasts.  Within ten (10) business days
                    after the end of each calendar month during the term of this
                    Agreement, Medtronic shall

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                    provide Data Critical with a written report on the prior
                    months' sales, in a form to be mutually agreed upon by the
                    parties during the Transition Period or as determined by the
                    Joint Review Committee from time to time.

          3.1.8     Import and Export Requirements.  Medtronic shall, at Data
                    Critical's cost, register and maintain any import and export
                    licenses and permits that may be required due to the sale or
                    other distribution of the Products pursuant to this
                    Agreement in any country in which Data Critical has directed
                    and/or authorized Medtronic to market, promote, sell, offer,
                    use or otherwise distribute the Product, which authorization
                    shall not be unreasonably denied; provided, that Medtronic
                    may enter any other country in the Territory without Data
                    Critical's consent after obtaining full regulatory
                    compliance for any applicable Products at Medtronic's sole
                    cost and expense. Unless otherwise required by applicable
                    law, the licenses and permits shall be obtained in Data
                    Critical's name; provided, that, if Medtronic registers and
                    maintains such licensed and permits at its cost, then such
                    licenses and permits (but not any interest in any
                    Intellectual Property Rights of Data Critical) shall be in
                    Medtronic's name and shall be Medtronic's property.
                    Medtronic, at its cost, shall pay, customs charges and duty
                    fees that may be required due to the sale or other
                    distribution of the Products by Medtronic. Medtronic
                    acknowledges that any obligation of Data Critical to provide
                    Products under this Agreement, and any obligation of
                    Medtronic to market, promote, sell, offer, use or otherwise
                    distribute the Products, shall be subject in all respects to
                    all United States laws and regulations governing the license
                    and delivery of technology and products abroad by persons
                    subject to the jurisdiction of the United States. Medtronic
                    shall not export, directly or indirectly, any Products or
                    related information without first obtaining all required
                    licenses and approvals from the appropriate government
                    agencies. Without limiting the foregoing, Medtronic agrees
                    that it shall not, without authorization of the United
                    States Office of Export Licensing, export, re-export, or
                    otherwise deliver any Products (i) into (or to a national or
                    resident of) any other country to which the United States
                    has embargoed goods; or (ii) to anyone on the United States
                    Treasury Department's list of Specially Designated Nationals
                    or the United States Commerce Department's Table of Deny
                    Orders.

          3.1.9     Sublicensing of Software; End User License.

                    (a)  Medtronic understands and acknowledges that all
                         Software is licensed by Data Critical and not sold.
                         Medtronic shall sublicense End Users to use the
                         Software solely for such End Users' internal business
                         purposes and solely in combination with the applicable
                         Product purchased by such End User. Each such
                         sublicense shall be granted in a End User license
                         agreement acceptable to (and approved by) Data
                         Critical, but that at a minimum expressly

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                         provides that:  (i) Data Critical may terminate such
                         End User license agreement upon written notice of
                         failure by such End User to comply with the terms of
                         such End User license agreement, (ii) within five (5)
                         days after termination of such End User license
                         agreement, such End User shall remove the Software from
                         such product and destroy such Software or return it to
                         Data Critical at such End User's expense, and (iii)
                         Data Critical shall be a third party beneficiary of the
                         End User license agreement, and the provisions of such
                         End User license agreement shall be enforceable by both
                         Data Critical and Medtronic. Such End User license
                         agreement shall form a part of the applicable purchase
                         agreement by End User for the applicable Product, or
                         shall otherwise be fully executed and in the possession
                         of Medtronic prior to distribution of the applicable
                         Product to the End User.

                    (b)  Medtronic shall cause its sales and installation staff
                         to refrain from making, offering, stating or otherwise
                         communicating any representation or warranty in respect
                         of any Product or Software that is not contained in the
                         End User Warranty. Medtronic shall obtain from each End
                         User an acknowledgement of the limitations of the End
                         User Warranty and the limited nature of the
                         representations and warranties made by Data Critical in
                         respect of the Products.

          3.1.10    Additional Restrictions.  Medtronic may not, directly or
                    through any person or entity, in any form or manner, copy,
                    distribute, reproduce, incorporate, use or allow access to
                    the Products, including without limitation the Software, or
                    modify, prepare Derivative Works of, decompile, reverse
                    engineer, disassemble or otherwise attempt to derive source
                    code or object code from the Software, except as explicitly
                    permitted under this Agreement or otherwise agreed in
                    writing. Medtronic understands and agrees that, without Data
                    Critical's prior written consent with respect to each
                    specific instance, it is not authorized under this Agreement
                    to engage in rentals, leases, time-sharing or (with respect
                    to the Software) "silver master" sales (i.e., customer may
                    reproduce software) of Products, or to sublicense Products
                    to End Users or other third parties on a site license or
                    enterprise license basis.

          3.1.11    Audit Rights.  Medtronic shall maintain full and complete
                    records of distribution of Products by it or its
                    Subdistributors and records of prices charged to End Users
                    for Product installation and support, for at least three (3)
                    years after the distribution of such Products. Such records
                    shall constitute Confidential Information of Medtronic. Data
                    Critical shall be entitled, (a) no more than twice per year,
                    to review, and (b) no more than once per year, to audit,
                    such books and records upon thirty (30) days written notice
                    in order to confirm the accuracy of the amounts paid or

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                    payable. Any such audit and review shall be performed at
                    Data Critical's expense during normal business hours and at
                    the offices of Medtronic or its attorneys; provided, that
                    the entire reasonable cost of such audit and review shall be
                    paid solely by Medtronic if such audit or review, as
                    applicable, reveals an underpayment by Medtronic of more
                    than five percent (5%) of the amounts payable by Medtronic
                    to Data Critical in any six-month period. The auditor shall
                    sign a confidentiality agreement reasonably acceptable to
                    Medtronic; provided, that the auditor and Medtronic will use
                    best efforts to disclose all information to Data Critical
                    necessary for a full and complete audit of sales of Products
                    by Medtronic in accordance with this Section 3.1.11.

          3.1.12    Reporting.  Medtronic shall provide Data Critical with
                    prompt written notification of any complaints about any of
                    the Products that are made by End Users, any problems with
                    such Products or their use by End Users, and any material
                    malfunctions or failures of the Products of which Medtronic
                    becomes aware. Such written notification shall be the
                    property of Data Critical, and shall be considered to be
                    part of Data Critical's Confidential Information. Nothing in
                    this Section shall operate to convert Confidential
                    Information of Medtronic to Confidential Information of Data
                    Critical.

          3.1.13    Comply with Law.  Medtronic shall comply in all material
                    respects with all applicable laws, the failure to comply
                    with which would have a materially adverse effect on its
                    ability to perform hereunder or the realization by Data
                    Critical of the benefit of its bargain under this Agreement.

   3.2    Duties of Data Critical.  Data Critical shall perform its obligations
          under this Section 3.2 in a professional and reasonable manner.

          3.2.1     Product Manufacture.  Data Critical or its licensed agent
                    shall manufacture the Products, Software and Parts in
                    conformity with their Manufacturing and Design Documentation
                    and this Agreement, and sell, provide, and ship such in new,
                    undamaged condition. Data Critical or its licensed agent
                    shall continue to manufacture and make the Parts available
                    to Medtronic for purchase hereunder or otherwise transfer
                    the appropriate technology and know-how to Medtronic, free
                    of charge and without prohibitions on use for such
                    manufacturing and availability purposes, to facilitate
                    Medtronic's manufacture thereof, in each case for a period
                    of five (5) years after any termination or expiration of
                    this Agreement or, in the case of government supply
                    contracts, as otherwise required by law. The prices payable
                    by Medtronic for all parts shall be [*]. [*].

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          3.2.2     Promotional Materials.  Data Critical will provide such
                    sales literature, advertising materials, promotional plans,
                    and other information, programs, and sales support as the
                    parties mutually agree are appropriate to assist Medtronic
                    in fulfilling Medtronic's duties under this Agreement.

          3.2.3     Training and Support.  Data Critical and Medtronic will
                    mutually agree during the Transition Period upon an initial
                    training program for the Products listed in Annex A as of
                    the Effective Date. Each party shall bear its own costs and
                    expenses associated with developing and conducting such
                    initial Product training. With respect to any New Product
                    (but specifically excluding current Products as of the
                    Effective Date), Data Critical will provide all reasonable
                    initial and other training (e.g., sales or technical
                    training) to train a reasonable number of Medtronic sales
                    and training representatives to enable their training of
                    their employees at a level sufficient to fulfill its duties
                    under this Agreement. Such New Product training shall
                    include and cover, as applicable, and without limitation,
                    the functionality, use, operation, and limitations of the
                    New Products and related Software; New Product and related
                    Software installation, testing, inspection, and monitoring;
                    and New Product and related Software trouble shooting,
                    maintenance, repair, and support. each party shall bear its
                    own costs and expenses associated with developing and
                    conducting such New Product training.

          3.2.4     Service.  Data Critical will maintain a qualified service
                    capability, furnish 24-hour, toll free, customer service
                    support to Medtronic for the Products described on Annex L,
                    as modified from time to time but in any event shall include
                    StatView and FlexView (the "Network Products"), and provide
                    reasonable warranty and non-warranty repairs for such
                    Network Products, at Medtronic's and any End User's request.
                    Such warranty repairs and service on and to the Network
                    Products shall be performed by Data Critical or its licensed
                    agents, and made available to Medtronic and the End User, in
                    compliance with the End User Warranty. Non-warranty repairs
                    and services will be made available to Medtronic and the End
                    Users in a commercially reasonable manner on the same rates
                    and terms as those services are available to Data Critical's
                    customers generally.

          3.2.5     Comply with Law.  Data Critical shall comply in all material
                    respects with all applicable laws, the failure to comply
                    with which would have a materially adverse effect on its
                    ability to perform hereunder or the realization by Medtronic
                    of the benefit of its bargain under this Agreement.

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          3.2.6     Development of Products.  It is understood that it is the
                    intent of Data Critical to develop new and innovative in-
                    hospital alarm notification products and technologies beyond
                    those set forth in Annex A.

          3.2.7     Correct Product Defects.  Data Critical shall establish and
                    enforce a corrective and preventative action procedure
                    allowing for the timely correction of product defects and to
                    ensure performance in compliance with the Products'
                    specifications.

          3.2.8     Maintain Partnerships.  Data Critical shall use best
                    commercially reasonable efforts to develop and maintain
                    partnerships with OEMs for the Products.

   3.3    Supply of Products.

          3.3.1     Orders.  Medtronic shall initiate purchases under this
                    Agreement by submitting written purchase orders to Data
                    Critical. Such orders shall state radio frequencies (if
                    applicable), unit quantities, unit descriptions, requested
                    delivery dates, and shipping instructions. In the event that
                    Medtronic has not achieved its Minimum End User Requirements
                    for any calendar quarter by the tenth (10th) business day
                    prior to the end of such calendar quarter, then Medtronic
                    shall submit a written purchase order in accordance with
                    this Section 3.3.1 for that amount of units of Product
                    and/or Software Licenses as the parties mutually agree will
                    be required to be shipped in order for Medtronic to achieve
                    (and Data Critical to be paid) the full amount of the
                    Minimums for the entire quarter; provided, that if the
                    parties cannot agree by the fifth (5th) business day prior
                    to the end of such calendar quarter, the shortfall shall be
                    made up with shipments of Software Licenses. Data Critical
                    shall ship the Products subject to such deemed purchase
                    order no later than five (5) business days prior to the end
                    of such quarter in accordance with this Section 3.3. No
                    purchase order shall be binding upon Data Critical until
                    accepted by Data Critical in writing. Data Critical shall
                    accept or reject orders in whole or in part within five (5)
                    business days of its receipt thereof from Medtronic. Partial
                    shipment of an order shall not constitute acceptance of the
                    entire order. In the event that Data Critical is unable to
                    fill an accepted purchase order in accordance with the
                    schedule set forth therein, Data Critical shall use
                    commercially reasonable efforts to fill such order on an
                    allotment or scheduled release basis. This Agreement shall
                    govern all orders placed by Medtronic for the Products. No
                    terms on purchase orders, invoices or like documents
                    produced by Medtronic or Data Critical shall alter or add to
                    the terms of this Agreement.

          3.3.2     Cancellations.  Medtronic shall have no right to cancel
                    Product orders after shipment of such Products by Data
                    Critical.

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          3.3.3     Lead Times.  Data Critical shall deliver units of Products
                    on the earlier of the agreed-upon shipment date or thirty
                    (30) days after receipt of a purchase order by Data
                    Critical; provided, however, Data Critical shall provide
                    Medtronic with written notification of delays in shipment.

          3.3.4     Packing, Shipping.  All units of Products shipped by Data
                    Critical to Medtronic or an End User under this Agreement
                    shall be packaged in Data Critical's standard containers,
                    or, at Medtronic's expense, in accordance with instructions
                    provided by Medtronic, and shall be shipped to Medtronic's
                    address set forth above, or to an address specified in
                    Medtronic's purchase order. Unless otherwise requested by
                    Medtronic and agreed to in writing by Data Critical, such
                    units of Products shall be shipped by Data Critical in
                    conformance with the Company's standard shipping procedures.
                    Shipment shall be F.O.B. Data Critical's Bothell, Washington
                    facility or other licensed facility, as applicable. Title
                    and risk of loss shall pass to Medtronic at the F.O.B.
                    location (the "Delivery Point"). All customs duties,
                    freight, insurance and other shipping expenses from the
                    Delivery Point, as well as any other special packing
                    expenses requested by Medtronic, shall be borne by
                    Medtronic. Subject to Section 3.1.8, Medtronic agrees to
                    satisfy all import formalities pertaining to shipment of
                    units of the Products to destinations outside the United
                    States.

          3.3.5     Inspection and Acceptance.  Medtronic shall have fifteen
                    (15) working days (the "Inspection Period") after delivery
                    to visually inspect and test each Product, New Product or
                    Part shipped to Medtronic for patent defects. If Medtronic
                    determines that any Product, Software or Part is patently
                    defective, non-conforming, or does not comply with the terms
                    of this Agreement, Medtronic may reject such by notifying
                    Data Critical in writing of such rejection and requesting a
                    Returned Material Authorization ("RMA") number; provided,
                    that such written notification and request for an RMA number
                    must be sent by Medtronic before the expiration of the
                    Inspection Period. Data Critical shall promptly provide the
                    RMA number after its receipt of such request by Medtronic.
                    Within ten (10) days of receipt of the RMA number, Medtronic
                    shall return the defective Products, Software or Part to
                    Data Critical, at Data Critical's cost, in the same
                    condition as at the time of delivery to Medtronic, in the
                    same or equivalent shipping container, and with a written
                    description of the defect. Data Critical shall promptly
                    confirm or deny the defect. If Data Critical confirms the
                    defect, Medtronic shall not be required to remit payment for
                    such, or Data Critical shall promptly refund the amount
                    received from Medtronic for such, as applicable, unless Data
                    Critical promptly replaces such Product, Software or Part
                    with a new conforming replacement, at which time full
                    payment shall be made for such unit on a net thirty (30)
                    days basis.

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   3.4    Regulatory Matters; Product Recalls.  Each party shall maintain all
          records and documentation required by all applicable foreign, U.S.
          federal, state and local laws and regulations relating to the
          Products. Medtronic shall provide Data Critical with such reports as
          may be required by 21 CFR (S)821. All costs of any regulatory matters
          or actions related to Data Critical's status as manufacturer of the
          Products and all costs of any recall of the Products shall be borne by
          Data Critical, except in instances where such costs arise in countries
          in which Medtronic owns a license or permit pursuant to the first
          proviso in Section 3.1.8 (excluding, however, any costs caused by a
          failure of Products to perform in accordance with specifications).
          Medtronic shall provide all other reasonable assistance reasonably
          requested by Data Critical in connection with any recall action, at
          Data Critical's expense.

   3.5    End User Credit.  Medtronic shall bear full liability to Data Critical
          for all extensions of credit to End Users in connection with any
          lease, license or purchase of a Product.

   3.6    Device Tracking.  During the Transition Period, Medtronic and Data
          Critical shall mutually agree on a device tracking plan.

4  Transition Period; Warranty and Service Support.

   4.1    Transition Period.  During the period commencing on the Effective Date
          and ending on December 31, 2000 (the "Transition Period"), the parties
          shall undertake to negotiate in good faith each item set forth in
          Annex J, which Annex J will be mutually agreed upon and delivered by
          the parties no later than two weeks after the Effective Date.

   4.2    Employees.

          4.2.1     [*].

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          4.2.2     [*].

          4.2.3     Employee Intentions. Data critical covenants and agrees that
                    it shall [*].

          4.2.4     Personnel Records.  Following the Effective Date, Data
                    Critical shall provide Medtronic with copies of personnel
                    records of all Data Critical's employees who have accepted
                    employment with Medtronic and have executed written releases
                    authorizing release of such data.

          4.2.5     Nonsolicitation of Employees. For a period of [*] shall not,
                    with the prior written consent of [*].

          4.2.6     Absence of Litigation.  Data Critical is not subject to any
                    order of, consent decree, settlement agreement or other
                    similar written agreement with, or to the knowledge of Data
                    Critical, overtly threatened investigation by, any
                    governmental entity, or any judgment, order, writ,
                    injunction, decree or award of any governmental entity or
                    arbitrator, including, without limitation, cease-and-desist
                    or other orders, in each case with respect to the employees
                    identified on Annex F.

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          4.2.7     Labor Matters.  Data Critical represents and warrants that
                    it is not a party to any collective bargaining agreement or
                    other labor union contract applicable to the employees
                    identified on Annex F.

          4.2.8     Noncompete Agreements.  Data Critical represents and
                    warrants that, to its knowledge, none of the employees
                    identified on Annex F are subject to any secrecy or
                    noncompetition agreement or any other agreement or
                    restriction of any kind with any party other than Data
                    Critical, that would impede the ability of such employee to
                    carry out fully the activities currently performed by such
                    employee in furtherance of the business of Medtronic.

          4.2.9     Indemnification.  Data Critical shall indemnify and hold
                    harmless Medtronic and Medtronic's Affiliates, and their
                    respective officers, directors, employees and insurers, from
                    and against any and all costs, damages, claims or
                    liabilities (including but not limited to reasonable
                    attorneys fees) that have arisen or may arise out of the
                    employment of the employees identified on Annex F by Data
                    Critical, excluding however any such costs, damages, claims
                    or liabilities that arise out of Medtronic's employment or
                    termination of such employees or a breach of this Agreement
                    by Medtronic.

          4.2.10    Data Critical Employee Retention.  Data Critical shall
                    retain certain sales, marketing and implementation
                    specialists to support Medtronic's marketing efforts in
                    connection with its obligations hereunder. The number,
                    identity and terms of employment of such Data Critical
                    employees shall be determined by Data Critical in its
                    commercially reasonable judgment.

          4.2.11    [*].

   4.3    Data Critical Installation Backlog.  Medtronic assumes and agrees to
          perform, in a timely and coordinated fashion commencing on January 2,
          2001, all initial product installation and field service obligations
          of Data Critical under the Pre-Existing Contracts, subject to the
          provisions of this Agreement and of the Pre-Existing Contracts. Data
          Critical shall provide to Medtronic all system

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          components required for such initial product installation in a timely
          fashion and in a quantity sufficient for Medtronic to perform its
          obligations under this Section 4.3. Medtronic shall charge a standard
          labor rate no less favorable than the lowest labor rate charged by
          Medtronic for similar amounts of work (but in no case more than [*])
          for installation by Medtronic of the Pre-Existing Contracts. Data
          Critical shall invoice the End User under each Pre-Existing Contract
          the amounts for installation set forth in such contract, or Data
          Critical's then current installation charges, as applicable, and remit
          an appropriate amount to Medtronic upon Data Critical's receipt
          thereof.

   4.4    Warranty.

          4.4.1     Provision of Warranty Services.  Data Critical shall provide
                    (a) warranty support directly to End Users of Data
                    Critical's Network Products pursuant to the terms and
                    conditions of the End User Warranty, which Data Critical
                    shall provide with each such Network Product, (b) warranty
                    support directly to Medtronic with respect to Products other
                    than Network Products on the terms and conditions of the End
                    User Warranty, and (c) any Extended Service Contract sold to
                    such End User by Medtronic pursuant to Section 4.4.2. In the
                    event that field service is required to fulfill Data
                    Critical's warranty obligations, Medtronic shall provide
                    such services for Data Critical and Data Critical shall pay
                    Medtronic a standard labor rate no less favorable than the
                    lowest labor rate charged by Medtronic for similar amounts
                    of work (but in no case more than [*]).

          4.4.2     Extended Warranty.  In addition to the warranty support
                    under the End User Warranty, End Users of Data Critical's
                    Network Products may obtain extended warranty services
                    consisting of 24-hour telephone support from Data Critical
                    ("Additional Support") by entering into a separate extended
                    service contract with Medtronic (an "Extended Service
                    Contract"). Medtronic shall inform each End User of the
                    availability of such Additional Support, and may sell
                    Additional Support to an End User pursuant to an Extended
                    Service Contract obtained by Medtronic from Data Critical
                    for such End User. Medtronic shall promptly forward to Data
                    Critical (i) such Extended Service Contract after it is
                    executed by such End User, and [*]. Payment of such fee by
                    Medtronic to Data Critical shall be due within thirty (30)
                    days after the End User enters into such Extended Service
                    Contract.

          4.5       Service Support.  Data Critical and Medtronic shall provide
                    joint service support to End Users on terms and conditions
                    to be agreed upon by the parties during the Transition
                    Period, but in no event materially lower than on a level
                    commensurate

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                    with Data Critical policies in effect on the Effective Date
                    and as are provided by Data Critical to Medtronic.

          4.6       Demonstration and Support Equipment.  Medtronic may purchase
                    from Data Critical, at Medtronic's sole discretion, some or
                    all of Data Critical's current demonstration and support
                    equipment owned by Data Critical at their depreciated book
                    values (as such materials and equipment and the values
                    thereof are more fully set forth in the bill of sale
                    relating thereto). With respect to any marketing materials,
                    demonstration and support equipment leased by Data Critical,
                    Data Critical shall use its best commercial efforts to
                    assign such leases to Medtronic as soon as practicable after
                    the Effective Date. Data Critical shall, at its cost, use
                    all commercially reasonable efforts to provide Medtronic
                    with adequate supplies of product demonstration and other
                    marketing materials on an annual basis, as reasonably
                    requested by Medtronic, to be used by Medtronic for
                    demonstration and marketing purposes and not resale. Such
                    materials, to the extent they include Products, shall not
                    count towards Medtronic's Minimum End User Requirements
                    under this Agreement. If the parties mutually agree that
                    additional demonstration equipment is required, Medtronic
                    may, once per year, purchase such at Data Critical's cost.

          4.7       Consents and Further Assurances.  The parties' respective
                    obligations to assign and assume the obligations described
                    in this Section 4 shall be subject to the parties' obtaining
                    any required third party consents. The parties shall
                    cooperate to obtain such third party consents. Each party
                    shall cooperate reasonably with the other and shall execute
                    such further instruments, documents and agreements, as shall
                    reasonably be requested, to better evidence and reflect the
                    transactions described in this Agreement and to carry into
                    effect the intents and purposes of this Section 4.7.

5  Prices, Fees and Payment.

   5.1    Distribution Payments. Medtronic shall pay to Data Critical [*]. Data
          Critical shall submit an invoice to Medtronic upon shipment of
          Products to Medtronic or its End Users. The invoice shall state the
          amount to be paid by Medtronic for all Products [*].

   5.2    Minimums.

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          5.2.1     Notwithstanding the foregoing, Medtronic agrees to purchase,
                    pay for and take delivery of (either for its own account or
                    for the account of End Users) Products (including, as
                    appropriate, Software Licenses) each quarter having an
                    aggregate Transfer Price equal to the Minimums as required
                    under Section 3.3.1.

          5.2.2     To the extent that the aggregate dollar amount paid by
                    Medtronic pursuant to Section 5.1 [*].

   5.3    Warranty Fees.  Medtronic shall pay to Data Critical the applicable
          fees set forth in Section 4.4.2 above within thirty (30) days of the
          end of the month in which such fees accrue; provided, that Data
          Critical shall have first right to any End User warranty fee payments
          received by Medtronic in satisfaction of Medtronic's payment
          obligations pursuant to Section 4.4.2.

   5.4    Payment and Reports.  Except as otherwise specified in this Agreement
          or as otherwise agreed between the parties in writing, all payments
          hereunder shall be in United States dollars in immediately available
          funds. Each such payment shall be accompanied by a report setting
          forth in reasonable detail the basis for calculation of such payment,
          except as otherwise agreed between the parties in writing.

   5.5    Taxes.  All prices, fees and other payments are exclusive of any
          export, withholding, federal, state and local taxes, duties or excises
          other than taxes based on Data Critical's net income. If Data Critical
          pays any taxes, duties or excises which are not included in the fees
          charged for a Product, Data Critical shall itemize such taxes, duties
          or excises as a separate item on its invoices to Medtronic, and
          Medtronic shall reimburse Data Critical for such taxes, duties or
          excises; provided, that Medtronic shall not be required to make any
          such reimbursement if it provides a valid tax exemption certificate to
          Data Critical prior to shipment.

   5.6    Late Payments.  All amounts which are not timely paid by Medtronic as
          required by this Agreement shall be subject to a late charge equal to
          one and one-half percent (1.5%) per month (or, if less, the maximum
          allowed by applicable law). In the event that any payment due
          hereunder is overdue, Data Critical reserves the right to suspend
          performance until such delinquency is corrected.

6  Joint Review Committee.

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   6.1    Establishment and Makeup.  Data Critical and Medtronic will form a
          joint committee (the "Joint Review Committee") comprised of two
          representatives from Data Critical and two representatives from
          Medtronic. Each party shall freely appoint and remove its
          representatives; [*].

   6.2    Meetings and Duties.  The Joint Review Committee shall meet no less
          than once every six calendar months, commencing on January 15, 2001;
          provided, that the Joint Review Committee shall meet as often as
          necessary during the Transition Period. The Joint Review Committee
          shall discuss and negotiate in good faith the following topics: [*];
          (iii) a review of Medtronic's and Data Critical's performance of their
          respective obligations under Sections 3; (iv) the proposed addition of
          New Products to the scope of this Agreement and, to the extent so
          added, the Minimums and Transfer Prices thereof; and (v) any other
          topic proposed by any member of the Joint Review Committee.

   6.3    Transfer Pricing.  Any adjustment to the Transfer Price of a Product
          as agreed by Joint Review Committee (a) shall be determined based on
          historical aggregate purchase prices to the End Users and other
          relevant commercial factors, inclusive of installation prices for any
          Product, and (b) shall take effect only with respect to orders placed
          by Medtronic from and after the first day of the second calendar
          quarter, and shall stay in effect for the next four calendar quarters,
          subject to adjustments as reasonably requested by either party to take
          into account any supply shortages, component cost increases or similar
          market events and disruptions.

   6.4    Minimums and Minimum End User Requirements.  The Joint Review
          Committee shall not amend Annex C, modify the Minimums or otherwise
          adjust Medtronic's Minimum End User Requirements hereunder in a manner
          that [*].

   6.5    Voting.  The Joint Review Committee shall act by majority vote; all
          four members must vote on every matter that is determined by majority
          vote. In the event of a voting tie, then the matter shall be
          determined by the mutual agreement of the Chief Executive Officer or
          Chief Financial Officer of each of Medtronic and Data Critical, acting
          reasonably and in good faith; provided, that neither executive
          representative may be a member of the Joint Review Committee and that
          Medtronic's executive representative may not also sit on

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          Data Critical's board of directors. In the event that such executive
          officers cannot agree within fifteen (15) days of submission of the
          matter, then the parties shall seek binding arbitration under the
          auspices of the American Arbitration Association. Such arbitration
          shall take place in Seattle, Washington under a single arbitrator
          mutually agreed to by the parties, and shall be concluded within sixty
          (60) days of the end of the prior 15-day period.

7  Marketing, Promotion and Partner Relationships.

   7.1    Mutual Obligations.  Each of Data Critical and Medtronic, when and
          where commercially appropriate in each party's good faith discretion,
          shall promote the other's products and services in order to foster
          commercial relationships and contacts with each other's customers and
          contacts, and other potential marketing prospects. Such promotion
          shall include, but shall not be limited to, using each other's name
          and brand in its advertising and marketing literature, providing
          mutual marketing and support at industry trade shows, and co-branding
          products that incorporate or utilize both parties' Intellectual
          Property Rights.

   7.2    End User Information.  All data, identifying characteristics and
          similar information generated by any Product or transmitted to either
          party by any End User (the "End User Information") shall remain, as
          between Data Critical and Medtronic, the sole and exclusive property
          of Data Critical; except whereby the information was generated solely
          by a Medtronic product, in which case such information is also owned
          by Medtronic. Subject to the foregoing, Medtronic hereby assigns all
          its rights, title and interest in and to the End User Information to
          Data Critical. Neither Medtronic nor any other person shall have any
          right to keep, sell, offer to sell, or otherwise use such End User
          Information without the prior written consent of Data Critical, which
          consent shall be withheld in Data Critical's sole discretion.

8  Intellectual Property Rights.

   8.1    Proprietary Rights.  Except as expressly set forth in this Agreement,
          Data Critical and/or its licensors shall retain all Intellectual
          Property Rights in the Products and in all Derivative Works of the
          Products. The Associated Software is licensed but not sold under this
          Agreement, and all right, title and interest in and to the same,
          including without limitation all Intellectual Property Rights in the
          same, shall remain with Data Critical and/or its licensors, except as
          expressly licensed in this Agreement. Medtronic shall retain, and
          nothing in this Agreement shall entitled Data Critical to, any right,
          title or interest, of any nature whatsoever, in the Intellectual
          Property of Medtronic and all Derivative Works thereof.

   8.2    License and Restrictions.  Each party hereby grants to the other party
          a non-exclusive right and license to use such of the granting party's
          logos, trademarks, service marks, trade names and trade dress (for
          purposes of this Section 8,

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          collectively "Trademarks") that the granting party provides to the
          other party under this Agreement, solely in connection with the
          distribution and promotional obligations of the grantee party under
          this Agreement, and subject to the provisions of this Agreement.
          Neither party shall use any of a granting party's Trademarks on any
          product or service or on any promotional or marketing materials,
          without first submitting to the granting party a sample of any such
          materials, which the granting party shall have the right to approve or
          refuse within thirty (30) days of receipt of the same. The granting
          party shall not unreasonably withhold or delay its approval, and such
          approval shall be deemed to have been given unless written notice of
          refusal is given by the granting party within such thirty (30) day
          period.

   8.3    Ownership.  Each party shall retain all right, title and interest in
          and to its Intellectual Property Rights, except for the limited rights
          expressly set forth herein. All goodwill associated with the use of a
          party's Intellectual Property Rights shall inure to the benefit of
          such party.

9  Confidentiality.  Confidential Information that is disclosed or created under
   this Agreement shall be governed by the Confidentiality Agreements between
   the parties, dated as of January 24, 2000 and July 10, 2000 ("Confidentiality
   Agreements"), the terms of which are incorporated by this reference as if set
   forth herein in their entirety, and copies of which are attached as Annex I.
   In the event of a conflict between the Confidentiality Agreements and this
   Agreement, the applicable provision(s) of this Agreement shall govern.
   Notwithstanding any other provision of this Agreement or of the
   Confidentiality Agreements, the parties' respective obligations with respect
   to Confidential Information shall survive the expiration or earlier
   termination of this Agreement for a period of no less than five (5) years
   after the date of such expiration or termination, and shall be fully binding
   on the parties during such period.

10 Warranties and Disclaimer.

   10.1   Warranties by Data Critical.  Data Critical represents, warrants and
          covenants to Medtronic that:

          10.1.1    Data Critical has the full power, right and authority to
                    enter into this Agreement and to perform its obligations
                    hereunder;

          10.1.2    Data Critical is the owner or licensee of sufficient right,
                    title and interest in the Intellectual Property Rights
                    provided by Data Critical or used or incorporated by Data
                    Critical in the Products, and which may be necessary for
                    Data Critical to rightfully perform its obligations under
                    this Agreement; and

          10.1.3    Data Critical is the owner or licensee of sufficient right,
                    title and interest in the materials, media, and know-how of
                    Data Critical, including

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                    materials and media created by third-party contractors,
                    suppliers, or licensors acting at the request of Data
                    Critical, specifically for use in the manufacture and design
                    of Products, including drawings, routings, bills of
                    materials, schematics, circuit diagrams, specifications, and
                    test documents. In addition to its obligations set forth in
                    Section 11, Data Critical shall indemnify, defend and hold
                    harmless Medtronic and its Affiliates, and their respective
                    officers, directors, employees, agents and insurers, from
                    and against any damages, claims, costs and expenses,
                    including without limitation reasonable attorney's fees,
                    that arise, in whole or in part, from the infringement or
                    interference of any of the Products, New Products, Parts,
                    Affiliated Software, or any components, or assemblies of any
                    of the foregoing, with any Intellectual Property Rights of
                    any third party.

   10.2   Warranties by Medtronic.  Medtronic represents, warrants and covenants
          to Data Critical that:

          10.2.1    Medtronic has the full power, right and authority to enter
                    into this Agreement and to perform its obligations
                    hereunder;

          10.2.2    Medtronic is the owner or licensee of sufficient right,
                    title and interest in the Intellectual Property Rights
                    provided by Medtronic or which are necessary for Medtronic
                    to rightfully perform its obligations to grant the rights
                    granted by it under this Agreement;

          10.2.3    Medtronic has obtained the rights to the Intellectual
                    Property Rights provided by Medtronic hereunder in writing
                    from its officers, employees and third parties, including
                    independent contractors, and subcontractors, to assign,
                    license, sublicense, transfer or grant any and all the
                    rights and licenses conveyed under this Agreement by
                    Medtronic;

   10.3   Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO
          THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY DISCLAIMS
          ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE INTELLECTUAL
          PROPERTY RIGHTS, PRODUCTS AND SERVICES PROVIDED UNDER OR IN CONNECTION
          WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE IMPLIED
          WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EVEN
          IF SUCH PARTY IS ADVISED OF SUCH PURPOSE, AGAINST INFRINGEMENT,
          UNINTERRUPTED SERVICE AND ERROR-FREE SERVICE.

11 Indemnification.  Each party (the "Indemnifying Party") shall indemnify,
   defend and hold the other party (the "Indemnified Party") and its directors,
   employees and agents harmless from and against all damages, claims, costs and
   expenses, including without limitation reasonable attorney's fees, and losses
   (individually and collectively, a "Claim") to the extent arising out of or
   relating to: (i) the breach or

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   alleged facts that if true would constitute a breach by the Indemnifying
   Party or its agents of this Agreement, including without limitation any
   warranty contained in this Agreement, (ii) the Indemnifying Party's or its
   agents' business operations, or (iii) any negligence or willful misconduct in
   the performance by the Indemnifying Party or its agents of the services to be
   performed by such party hereunder; or (iv) any defect, negligence or willful
   misconduct in the design, manufacturing or installation of any product or
   equipment hereunder to the extent caused by the Indemnifying Party or its
   agents; provided, however, that the Indemnified Party must (a) give the
   Indemnifying Party prompt written notice of such Claim, (b) reasonably
   cooperate with the Indemnifying Party at the Indemnifying Party's request and
   expense, in the defense and/or settlement of such Claim, and (c) give the
   Indemnifying Party the right to control the defense or settlement of such
   Claim, except that the Indemnifying Party shall not enter into any settlement
   that affects the Indemnified Party's rights or obligations without the
   Indemnified Party's prior express written approval, which shall not be
   unreasonably withheld or delayed.

12 Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
   UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
   CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES IN CONNECTION WITH
   THIS AGREEMENT, OR THE INTELLECTUAL PROPERTY RIGHTS, PRODUCTS OR SERVICES
   DESCRIBED OR CONTEMPLATED HEREIN, INCLUDING WITHOUT LIMITATION DAMAGES FOR
   LOSS OF PROFITS OR REVENUES, OR THE COST OF PROCUREMENT OF SUBSTITUE GOODS
   AND/OR SERVICES, REGARDLESS OF THE LEGAL OR EQUITABLE BASIS FOR SUCH DAMAGES,
   WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED
   OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING
   LIMITATIONS SHALL NOT APPLY FOR THE BENEFIT OF THE BREACHING PARTY IN THE
   CASE OF ANY BREACH OF THE PROVISIONS OF THIS AGREEMENT RELATING TO
   CONFIDENTIALITY.

13 Term and Termination.

   13.1   Term.  The initial term of this Agreement shall commence on the
          Effective Date and shall continue thereafter for a period of three (3)
          years, unless earlier terminated in accordance with this Section 13 or
          Sections 2.2.1. or 2.4. Thereafter, the term of this Agreement shall
          automatically renew for successive one (1) year terms unless and until
          either party gives written notice of non-renewal within ninety (90)
          days of the end of the then-current term.

   13.2   Termination for Cause.  Either party may terminate this Agreement by
          written notice to the other party if such other party is in material
          breach of this Agreement (including any of the exhibits hereto) and
          has failed to cure such breach within thirty (30) days of written
          notice thereof from the first party;

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<PAGE>

          provided, that such written notice describes such breach in reasonably
          sufficient detail to enable the breaching party to identify the
          breach.

   13.3   Termination for Insolvency and Related Events.  This Agreement shall
          terminate, without notice, (i) upon the institution by or against
          either party of insolvency, receivership or bankruptcy proceedings or
          any other similar proceedings, (ii) upon either party's making an
          assignment for the benefit of creditors, or (iii) upon either party's
          dissolution or ceasing to do business.

   13.4   Effect of Termination.  Upon any expiration or termination of this
          Agreement, each party shall promptly return to the other party or
          destroy, at such other party's written instruction, all Confidential
          Information of the other party (except that information necessary to
          provide ongoing support obligations to End Users under agreements
          existing as of the date of termination) and shall certify such
          complete return and/or destruction in writing. All units of Products
          in Medtronic's and its Subdistributors' possession at the time of
          termination or expiration of this Agreement shall be promptly returned
          to Data Critical at Medtronic's expense. Notwithstanding the
          foregoing, Medtronic, and its Subdistributors, shall have the right to
          (i) sell their inventories of Products and Software existing on the
          effective date of termination or expiration, (ii) to continue to
          service parties who purchased or otherwise acquired Products or
          Software during the term of this Agreement, (iii) to fulfill
          contractual obligations entered into prior to the effective date of
          termination or expiration. In the event of any termination of this
          Agreement prior to the end of any quarter, Medtronic's Minimums shall
          be calculated on a pro rata basis for the portion of such quarter
          during which this Agreement remains in effect, and any payment owing
          by Medtronic to Data Critical pursuant to such Sections shall be paid
          on the date of termination of this Agreement.

   13.5   Survival.  The provisions of Sections 3.1.6, 3.1.8, 3.1.11, 3.1.14,
          3.2.5, 3.4, 3.5, 4.2.5, 4.2.9, 5.5, 5.6, 6.5, 7.2, 8.1, 8.3, 9, 11,
          12, 13.4, 13.5 and 14 and any other provisions which by their nature
          should survive, shall survive any expiration or termination of this
          Agreement.

14 Miscellaneous.

   14.1   Amendments and Waivers.  Any term of this Agreement may be amended or
          waived only with the written consent of the parties or their
          respective permitted successors and assigns. Any amendment or waiver
          effected in accordance with this Section 14.1 shall be binding upon
          the parties and their respective successors and assigns.

   14.2   Governing Law, Jurisdiction and Venue.  This Agreement shall be
          governed by and construed in accordance with applicable U.S. federal
          law and the laws of the State of Washington, without regard to
          conflict of laws principles and without regard to the United Nations
          Convention on Contracts for the International Sale

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<PAGE>

          of Goods. Each of the parties hereby consents to the exclusive
          jurisdiction and venue of the state and federal courts located in and
          serving King County, Washington.

   14.3   Independent Contractors.  Each party is and at all times shall be an
          independent contractor of the other party in all matters relating to
          this Agreement, and nothing in this Agreement shall be construed to
          create any other relationship. Each party and its employees are not
          employees or agents of the other party for any purposes and have no
          power or authority, whether apparent, actual, ostensible or otherwise,
          to bind or commit the other party in any way.

   14.4   Notice.  Any notice required or permitted under this Agreement shall
          be in writing and shall be delivered in person or by means evidenced
          by a written confirmation to the applicable party at the address set
          forth on the signature page below or to such other address as such
          party provides by giving notice in accordance with this section.
          Notices shall be effective only upon receipt.

   14.5   Severability.  If any provision of this Agreement is held to be
          invalid, void or illegal, it shall be severed from this Agreement and
          shall not affect, impair or invalidate any other provision, and it
          shall be replaced, if practicable, by a provision which comes closest
          to such severed provision in language and intent without being
          invalid, void or illegal.

   14.6   Assignment and Binding Effect.  Other than as permitted pursuant to
          Section 2.5, neither this Agreement nor any of the rights or
          obligations hereunder may be transferred or assigned by either party
          without the prior express written consent of the other party, and any
          purported transfer or assignment in violation of this section shall be
          void. This Agreement shall be binding upon and inure to the benefit of
          each of the parties and their respective permitted successors and
          assigns.

   14.7   Attorneys' Fees.  The prevailing party in any action to enforce this
          Agreement shall be entitled to recover reasonable costs and expenses
          in connection therewith including without limitation reasonable
          attorneys' fees and expenses.

   14.8   Cumulative of Remedies.  All remedies available to either party for
          breach of this Agreement are cumulative and may be exercised
          concurrently or separately, and the exercise of any one remedy shall
          not be deemed an election of such remedy to the exclusion of any other
          remedy.

   14.9   Force Majeure.  Nonperformance of either party (except for the payment
          of amounts due hereunder) shall be excused while and to the extent
          that performance is rendered impossible by strike, fire, flood,
          earthquake, governmental action, or any other reason where failure to
          perform is beyond the reasonable control of the nonperforming party.

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<PAGE>

   14.10  Construction of Agreement.  Each party has cooperated in the drafting
          and preparation of this Agreement and no principles of construction
          shall be applied against either party on the basis that such party
          drafted this Agreement.

   14.11  Headings and Titles.  The headings and titles of the sections of this
          Agreement are for convenience only and shall not in any way affect the
          interpretation of this Agreement .

   14.12  No Implied Waiver.  No right under this Agreement or breach hereof may
          be waived except in writing signed by the parties hereto. The failure
          of either party to require performance of any provision of this
          Agreement shall not be construed as a waiver of such party's rights to
          insist on performance of such provision or any other provision at some
          other time.

   14.13  Integration and Modification.  This Agreement, together with the
          attached, constitute the entire agreement and understanding between
          the parties regarding the subject matter addressed herein and
          supersedes and replaces all prior negotiations, understandings and
          agreements, proposed or otherwise, whether written or oral, concerning
          the subject matter hereof. This Agreement may not be modified or
          varied except by a written document signed by both of the parties.

   14.14  Counterparts.  This Agreement may be executed in counterparts, each of
          which shall be deemed an original, but all of which taken together
          shall constitute one and the same instrument. Facsimile signatures
          shall be deemed originals.

                           [signature page follows]

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<PAGE>

     The parties have caused their duly authorized representatives to execute
and deliver this Distribution Agreement as of the Effective Date.


Data Critical Corporation                   Medtronic Physio-Control, Inc.


By: /s/ Jeffrey S. Brown                    By: /s/ David W. Shelton
    ------------------------------              --------------------------------
Name: Jeffrey S. Brown                      Name: David W. Shelton
      ----------------------------                ------------------------------
Title: President/CEO                        Title: Executive Vice President
       ---------------------------                 -----------------------------
Address: 19820 North Creek Parkway          Address: 11811 Willows Rd NE
         -------------------------                   ---------------------------
#100  Bothell, WA 98011                     Redmond, WA 98052
----------------------------------          ------------------------------------

Tel: 425-482-7050                           Tel: 425-867-4554
     -----------------------------               -------------------------------
Fax: 425-482-7010                           Fax: 425-867-4202
     -----------------------------               -------------------------------

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