EXHIBIT 10.1

THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT, WHICH HAVE BEEN REMOVED AND REPLACED
WITH AN ASTERISK, HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE
406 PROMULGATED UNDER THE SECURITIES ACT OF 1933 AND RULE 24b-2 UNDER THE
SECURITIES EXCHANGE ACT OF 1934.



                      Filtered Feedthrough Supply Agreement

                              Wilson Greatbatch LTD

                                        &

                            Cardiac Pacemakers, Inc.




<PAGE>





                                Table of Contents

Section                    Title
-------                    -----

  I. Contract Period

  II. Contract Term

  III. Continuity Agreement

  IV. Price

Lead Time

  V. Manufacturing Location

  VI. Forecast Planning

  VII. Raw Materials Specified by CPI

  VIII. Cancellation Charges

  IX. Warranty, Indemnity and Liability Limitation

  X. Confidentiality

  XI. Force Majeure

  XII. Miscellaneous


Attachments:      A, B, C

                                      -2-

<PAGE>



THIS AGREEMENT, effective February 10, 2005, is between WILSON GREATBATCH LTD.,
a New York corporation located at 9645 Wehrle Drive, Clarence, New York, 14031
(`SELLER' or `WG') and Cardiac Pacemakers, Inc., (`BUYER' or `CPI') a Minnesota
Corporation, located at 4100 Hamline Ave. No., St. Paul, Minnesota 55112.

Whereas BUYER wishes to purchase filtered feedthrough materials/components for
its use in medical devices; and

Whereas SELLER agrees to manufacture/provide such filtered feedthrough
materials/components in accordance with BUYER's specifications, delivery
schedules and other requirements referenced in the AGREEMENT;

NOW, THEREFORE, SELLER and BUYER hereby agree as follows:

I. CONTRACT PERIOD:

         This AGREEMENT shall commence on the effective date and terminate
         December 31, 2007 with yearly extensions beyond the termination date to
         be based upon mutual written agreement

          A.        Pricing shown in Attachment A is effective as of the
                    effective date of this Agreement and shall not be applied
                    retroactively to filtered feedthroughs already shipped.

          B.        All filtered feedthrough units that contain a feedthrough
                    and a filter manufactured by WG and shipped to CPI from the
                    period 01 January 2005 through 31 December 2005 are included
                    in the 2005 quantity commitment made by CPI as outlined in
                    Section IV, D.


II. CONTRACT TERM:

          A.        CPI may terminate this agreement at any time with * written
                    notice to WG.

          B.        In the event of early termination by CPI, WG will invoice
                    CPI for all accumulated engineering and tooling on any
                    custom filtered feedthrough model up to the date the
                    termination letter is received by WG. All unique component
                    parts for a custom filtered feedthrough model will be
                    forwarded to CPI and invoiced at aggregate cost. CPI will be
                    responsible for paying for all work-in-process ("WIP") costs
                    and all finished goods inventory specific to CPI custom
                    designs.

                                      -3-
<PAGE>

          C.        In the event of early termination, WG will dispose of all
                    in-house tooling designed to be used by WG exclusively for
                    any CPI custom filtered feedthrough under the auspices of
                    CPI representatives. This will be done to ensure that
                    financially shared tooling between CPI and WG will not be
                    used for the manufacture of another customer's filtered
                    feedthrough.

          D.        This agreement may not be modified, changed or terminated
                    orally. No change, modification, addition, or amendment
                    shall be valid unless in writing indicating intent to modify
                    this agreement and signed by an authorized officer of each
                    party.

<PAGE>

III. CONTINUITY AGREEMENT:

          A.        In the event WG experiences a major catastrophe that would
                    prohibit the shipment of filtered feedthroughs in sufficient
                    quantities to meet CPI's firm purchase orders, WG will
                    immediately notify CPI of the nature of the problem and
                    begin discussions on the length of time that shipments will
                    be delayed.


          B.        *


          C.        WG must give CPI * written notice of any intent to
                    discontinue supply of filtered feedthroughs to CPI, but WG
                    shall not be bound after the expiration of this agreement to
                    the pricing set forth in Attachment A.


IV. PRICE:

          A.        CPI will commit to take delivery of a minimum of * WG
                    filtered feedthroughs from 1/1/05 through 12/31/07. CPI will
                    use reasonable efforts to provide ample notification if
                    order patterns change significantly from typical order
                    patterns.

          B.        Pricing for filtered feedthroughs is shown in Attachment A
                    and is effective for all deliveries scheduled from the date
                    of execution of this Agreement through 31 December 2007.
                    Adjustments under the terms of Section IV "G" of this
                    Agreement apply.

          C.        Pricing for each calendar year is based upon the minimum
                    quantity commitment (hereafter, collectively the "CPI
                    Commitment") made by CPI for deliveries of WG filtered
                    feedthroughs that contain a feedthrough and a filter
                    manufactured by WG


                                      -4-
<PAGE>

          D.        For calendar year 2005 only, WG will offer CPI the pricing
                    shown in the * unit column of Attachment A for a minimum
                    commitment of * WG filtered feedthroughs that contain a
                    feedthrough and a filter manufactured by WG under the
                    following conditions:

                    a.        CPI demonstrates that the * unit shortfall is
                              solely due to the unavailability of qualified WG
                              Columbia feedthroughs for * and * devices

                    b.        CPI will continue active effort to qualify WG
                              Columbia feedthroughs in * and * filtered
                              feedthroughs

                    c.        Upon successful qualification of these components,
                              CPI will provide a minimum blanket order for *
                              units (combined total) of WG * and/or * filtered
                              feedthroughs

          E.        In the event that in response to a purchase order issued by
                    CPI, WG is unable to provide the requested filtered
                    feedthroughs in the quantity, quality or within the
                    timeframe requested, the CPI Commitment herein (as it
                    applies to each filtered feedthrough) shall be reduced
                    proportionately. This shall only apply if CPI has allowed WG
                    standard lead times on the purchase order.

          F.        Additional new parts or additional quantity breaks will be
                    added to this agreement, as needed. *

          G.        Price Adjustments for Significant Cost Impact: The price for
                    any filtered feedthrough may be adjusted up or down during
                    the term of this agreement, by mutual consent, if there is
                    significant impact to the final cost of the component for
                    these reasons:

                    1.        Precious Metals Price Adjustment for WG supplied
                              feedthroughs only: The price for any filtered
                              feedthrough is subject to upward or downward
                              modification from time to time due to an increase
                              or decrease, as the case may be, in the six-month
                              moving average cost to WG of platinum, to the
                              extent WG's price change is based on an increase
                              or decrease in the cost of platinum in an amount
                              greater than * of the current cost of platinum
                              contained in any filtered feedthrough. The
                              reference price of platinum will be based upon the
                              London Fixed as reported by Kitco. If WG
                              determines that a price increase or decrease under
                              this Section is required or permissible, WG shall
                              deliver written notice to CPI setting forth the
                              basis for such determination. The parties agree to
                              negotiate in good faith after delivery of such
                              notice with respect to an adjustment to the
                              pricing set forth in the pricing table of the
                              proposal. The cost of platinum used as the basis
                              to establish pricing in Attachment A of this
                              Agreement was $* per ounce.

                                      -5-
<PAGE>

                  An example of this precious metals adjustment is shown below:

                  CPI Product *:
                   - Amount of platinum used per above part number - * inches
                   - Diameter of platinum wire used for above part
                     numbers  - * inches
                   - Current cost of platinum per ounce - $*
                   - Current cost of platinum used per above part numbers - $*

                  Price adjustment trigger points under terms of Price
                    Adjustment language above
                   - Upper trigger point
                   - Cost of platinum > $* per above part numbers (six
                     month moving average cost of platinum > $* / ounce)
                   - Lower trigger point - Cost of platinum < $* per
                     above part numbers (six month moving average
                     cost of platinum < $* / ounce)

                    2.        Precious Metals Price Adjustment for * supplied
                              feedthroughs only: Should * provide notice to WG
                              that the cost of precious metals used within their
                              feedthroughs supplied to WG has increased or
                              decreased more than $* per ounce from the quoted
                              platinum price of $* an ounce, and the price has
                              held at that rate for more than *, WG shall
                              deliver written notice to CPI. CPI shall review
                              and audit information directly with *. If the
                              price change is deemed warranted by CPI, notice
                              will be provided back to WG, and the filitered
                              feedthrough pricing shown in Attachment A will be
                              adjusted by that incremental amount only, and only
                              on firm Purchase Orders using * feedthrus.

                    3.        Material Substitution: If the design of any
                              feedthrough or filtered feedthrough changes to
                              allow alternate materials and those materials are
                              lower or higher in cost than previous materials,
                              prices will be discussed and mutually agreed upon
                              at that time.

                    4.        Design changes: If the design of any feedthrough
                              or filtered feedthrough is altered and it affects
                              the manufacturing costs of the part, prices will
                              be discussed and mutually agreed upon at that
                              time.

          H.        Payment terms are net *, FOB Carson City, NV for filtered
                    feedthroughs. There is a * minimum order per part number
                    unless CPI's total calendar year forecast is less than *.




                                      -6-
<PAGE>

V. LEAD TIME:

         Standard lead-time for production-filtered feedthroughs is *. WG will
         notify CPI, in writing, of any changes to these standard lead times.


VI. MANUFACTURING LOCATION:

         Should WG wish to manufacture CPI feedthroughs or filtered feedthroughs
         at any location other than the approved site (Columbia, MD for
         feedthroughs and Carson City, NV for filtered feedthroughs) WG shall
         provide written notice to CPI at least 180 days before the site change,
         to allow for product qualification. WG agrees to provide CPI with
         transfer plans, site specifications, on-site inspection and audit
         opportunities and any reasonable documentation as requested by CPI to
         ensure WG's ability to continue production of acceptable products.
         Should WG manufacturing move outside the U.S., CPI reserves the right
         to review and approve any additional charges that result from the move
         outside the U.S. The parties acknowledge WG's QPR rating (as determined
         by CPI) and delivery performance as of the effective Date of this
         Agreement as the desired performance to be achieved and maintained by
         WG. It is CPI's intent pursuant to this Agreement (and regardless of
         the location at which feedthroughs and filtered feedthroughs are
         manufactured) that WG's quality and delivery ratings shall remain
         consistent with current levels. CPI will qualify each feedthrough or
         filtered feedthrough before production components can be shipped to
         CPI.


VII. FORECAST PLANNING:

          A.        By * of each Contract Year, CPI shall provide WG with a
                    non-binding * forecast indicating CPI's forecasted purchases
                    of all filtered feedthroughs from WG for the next Contract
                    Year. The forecast for the months remaining in 2005 shall be
                    provided within * of the effective date of this Agreement.
                    Also included in such forecasts is the required split
                    between WG feedthroughs and * feedthroughs. The Forecast
                    shall be used for purposes of facilitating each party's
                    planning and in order to meet the lead times required by
                    certain of WG's suppliers. Such forecasts are not legally
                    binding in any manner and may be revised from time to time
                    by CPI, as it deems appropriate, by providing notice to WG.

          B.        By the fifteenth day of every month, CPI will submit to WG
                    in writing the following information:

                              (i)       A rolling * forecast of anticipated
                                        needs. Such forecast shall not be
                                        binding on CPI or WG. Only a firm
                                        purchase order that is accepted by WG
                                        shall create a binding commitment.

                              (ii)      A firm purchase order for each of the
                                        immediately following *

                                      -7-
<PAGE>

VIII. RAW MATERIALS SPECIFIED BY CPI:

         Should a supplier of a component specified by CPI fail to meet the
         applicable specifications or fail to deliver to an acceptable schedule,
         and WG cannot rectify the situation, WG shall notify CPI, and a new
         plan of action shall be agreed upon, to the satisfaction of both
         parties.


IX. CANCELLATION CHARGES:

         For those components not handled in a separate Kanban Agreement, in the
         event that CPI cancels a purchase order inside WG standard lead-time
         (or any other lead time separately agreed upon in writing), CPI will be
         responsible for all finished product, WIP and raw material or
         components. In the event that CPI cancels a purchase order outside of
         agreed upon lead-time, CPI and WG will negotiate resulting costs.


X. WARRANTY, INDEMNITY AND LIABILITY LIMITATION:

         See attached Warranty Form (Attachment B), which is incorporated into
         and made a part of this agreement. This warranty shall include
         unfiltered feedthroughs directly sold from WG to CPI.


XI. CONFIDENTIALITY:

         Notwithstanding anything to the contrary contained in this agreement,
         neither party may initiate or make any public announcement or other
         disclosure concerning the terms and conditions or the subject matter of
         this agreement to any third party without the prior written approval of
         the other party except as may be required by law. In those
         circumstances where either party believes that any such disclosure is
         required by law, it shall (a) notify the other party on a timely basis
         in advance and (b) use its best efforts to seek confidential treatment
         of the material provisions of this agreement, to the greatest extent
         permitted by law.


XII. FORCE MAJEURE.

          A.        "Force Majeure" shall mean any event or condition, not
                    existing as of the date of signature of this Agreement, not
                    reasonably foreseeable as of such date and not reasonably
                    within the control of either party, which prevents in whole
                    or in material part the performance by one of the parties of
                    its obligations hereunder, including, but not limited to,
                    (i) flood, storm, earthquake, strike, lockout, embargoes,
                    and acts of God, war and/or public enemy.

          B.        Upon giving notice to the other party, a party affected by
                    an event of Force Majeure shall be released without any
                    liability on its part from the performance of its
                    obligations under this Agreement, except for the obligations
                    under Article III hereof and to pay any amounts due and
                    owing hereunder, but only to the extent and only for the
                    period that its performance of such obligations is prevented
                    by the event of Force Majeure.

                                      -8-
<PAGE>

          C.        During the period that the performance by one of the parties
                    of its obligations under this Agreement has been suspended
                    by reason of an event of Force Majeure, the other party may
                    likewise suspend the performance of all or part of its
                    obligations hereunder to the extent that such suspension is
                    commercially reasonable.


XIII. MISCELLANEOUS:

          A.        This agreement sets forth the parties' entire agreement with
                    respect to the subject matter hereof and no provision hereof
                    can be amended or waived except in writing signed by both
                    parties. This agreement shall be interpreted, construed and
                    governed by and in accordance with the laws of the State of
                    Minnesota.

          B.        Either party may assign this agreement to an entity, which
                    acquires, directly or indirectly, substantially all of the
                    assets or merges with it. Except as set forth herein,
                    neither this agreement nor any rights here under, in whole
                    or in part, shall be assignable or otherwise transferable by
                    either party without the express written consent of the
                    other party. Subject to the above, this agreement shall be
                    binding upon and inure to the benefit of the successors and
                    assigns to the parties here to.



IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
by their authorized representatives.

BUYER:                                      SELLER:

CARDIAC PACEMAKERS, INC.            WILSON GREATBATCH LTD.


By:_____________________________  By:_____________________________

Title:__________________________  Title:__________________________

Date:___________________________  Date:___________________________


                                      -9-


<PAGE>



                                  Attachment A
                                  ------------
<TABLE>
<CAPTION>
                                    *           *            *            *           *          *
                               WG Minimum   WG Minimum   WG Minimum  WG Minimum  WG Minimum  WG Minimum
          Part      Minumum      Annual       Annual       Annual      Annual      Annual      Annual
Product   Number    Quantity   Commitment   Commitment   Commitment  Commitment  Commitment  Commitment
--------  -------   ---------  -----------  -----------  ----------  ----------  ----------  -----------
<S>       <C>       <C>        <C>         <C>         <C>         <C>         <C>         <C>
*           *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*
*           *            *          $*          $*          $*          $*          $*          $*


*           *            *          $*          $*          $*          $*          $*          $*
*           *            *          $*          $*          $*          $*          $*          $*


*           *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
</TABLE>







<PAGE>



                              Attachment A (cont.)

                                  ATTACHMENT B



<TABLE>
<CAPTION>
                                    *            *           *           *           *           *
                               WG Minimum   WG Minimum   WG Minimum  WG Minimum  WG Minimum  WG Minimum
          Part      Minumum      Annual       Annual       Annual      Annual      Annual      Annual
Product   Number    Quantity   Commitment   Commitment   Commitment  Commitment  Commitment  Commitment
--------  -------   ---------  -----------  -----------  ----------  ----------  ----------  -----------
<S>       <C>       <C>        <C>         <C>         <C>         <C>         <C>         <C>
*           *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*

*           *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
            *            *          $*          $*          $*          $*          $*          $*
</TABLE>


<PAGE>




                              Wilson Greatbatch LTD
                 PRODUCTS WARRANTY AND LIMITATION OF LIABILITY

                       ----------------------------------

                                    WARRANTY

WG warrants that product manufactured by WG and delivered to the user (a) shall
meet the WG specifications for such product and (b) shall be free of defects in
material and workmanship for a period of * from the date of manufacture.

WG's sole obligation under this Warranty is the repair or replacement, at its
election, of any product in place of any such product that is found upon WG's
inspection, to be defective in material or workmanship during the period
prescribed above. Such product will be repaired or replaced without charge to
the user provided that, (1) prior written approval is required before returning
any product, (2) freight to WG shall be prepaid, and (3) any product return sent
to WG without prior written approval will be returned to sender, freight
collect.

This Warranty does not extend to malfunction and/or failure occurring as a
result of any of the following: normal use, abuse, misuse, any alteration or
modification made to the product without express written consent of WG,
attempted disassembly, neglect, improper installation, or any other use
inconsistent with the specifications or warninWG or recommended operating
practices specific to the product.

THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIED (EXCEPT OF TITLE), EXPRESSED,
IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS
FOR A PARTICULAR PURPOSE.



<PAGE>





                                  Attachment C

LIMITATION OF LIABILITY

THE REMEDIES OF THE USER IN THE WARRANTY SET FORTH ABOVE ARE EXCLUSIVE, AND THE
TOTAL LIABILITY OF WG WITH RESPECT TO THE PRODUCT SOLD TO THE USER, IN
CONNECTION WITH THE PERFORMANCE THEREOF, OR FROM THE SALE, DELIVERY,
INSTALLATION OR REPAIR COVERED BY OR FURNISHED UNDER ANY SALE TO THE USER
WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, OR
OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT UPON WHICH SUCH
LIABILITY IS PLACED. WG, ITS SUPPLIERS, AND ITS DISTRIBUTORS SHALL IN NO EVENT
BE LIABLE TO THE USER, OR TO ANY SUCCESSOR IN INTEREST OR ANY BENEFICIARY OR
ASSIGNEE THEREOF, RELATING TO THE SALE OF ANY WG PRODUCT FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF SUCH SALE, OR
ANY DEFECTS IN, OR FAILURE OF, OR MALFUNCTION OF THE PRODUCT UNDER SUCH SALE
INCLUDING BUT NOT LIMITED TO, DAMAGES BASED UPON LOSS OF USE, LOST PROFITS OR
REVENUES, INTEREST, LOST GOODWILL, INCREASED EXPENSES AND/OR CLAIMS OF CUSTOMERS
OF THE USER, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED ON CONTRACT, WARRANTY,
NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE.


<PAGE>



                 FIRST AMENDMENT TO FILTERED FEEDTHROUGH SUPPLY
                  AGREEMENT BETWEEN WILSON GREATBATCH LTD. AND
                            CARDIAC PACEMAKERS, INC.

         This First Amendment (the "Amendment") to the Filtered Feedthrough
Supply Agreement between WILSON GREATBATCH LTD, a New York corporation ("SELLER"
or "WG"), and Cardiac Pacemakers, Inc. d/b/a "Guidant", a Minnesota corporation
("BUYER" or "CPI"). SELLER and BUYER are collectively referred to herein as the
"Parties." This Amendment is entered into effective as of March 8, 2005 (the
"Effective Date").

                                   BACKGROUND

A.       The Parties entered into a Filtered Feedthrough Supply Agreement (the
         "Agreement") effective February 10, 2005.

B.       The Parties to the Agreement desire to replace the (i) original
         Attachment A with a new Attachment A-1.

                                    AGREEMENT

The Parties hereby agree as follows:

1.       As of the Effective Date, Attachment A to the Agreement is hereby
         amended and restated in its entirety by Attachment A-1 which is
         attached hereto.

2.       Except as provided herein, the Agreement shall remain unchanged and in
         full force and effect.

The Parties have caused this Amendment to be executed by their respective duly
authorized representatives as of the Effective Date.

BUYER:                                               SELLER:

CARDIAC PACEMAKERS, INC.                    WILSON GREATBATCH LTD.


By:___________________________         By:___________________________

Title:________________________         Title:________________________

Date:_________________________         Date:_________________________

<PAGE>



WG FFT Pricing Proposal 2005-2007
March 8, 2005


<TABLE>
<CAPTION>
                                 --------- ------------- -------------- -------------- ------------- -------------- -------------
                                                *              *              *             *              *             *
                                            WG Minimum    WG Minimum     WG Minimum     WG Minimum    WG Minimum     WG Minimum
                    Guidant Part Minimum      Annual        Annual         Annual         Annual        Annual         Annual
     Product           Number    Quantity   Commitment    Commitment     Commitment     Commitment    Commitment     Commitment
                   ------------- --------- ------------- -------------- -------------- ------------- -------------- -------------
<S>                <C>           <C>         <C>           <C>            <C>            <C>           <C>            <C>
*                         *         *           $*            $*             $*             $*            $*             $*

*                         *         *           $*            $*             $*             $*            $*             $*

*                         *         *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*

*                         *         *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*

*                         *         *           $*            $*             $*             $*            $*             $*
*                         *         *           $*            $*             $*             $*            $*             $*
*                                   *           $*            $*             $*             $*            $*             $*
*                                   *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
*                                   *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*

*                         *         *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*

*                         *         *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*

*                         *         *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*

*                         *         *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*

*                         *         *           $*            $*             $*             $*            $*             $*
*                                   *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*

*                         *         *           $*            $*             $*             $*            $*             $*
*                                   *           $*            $*             $*             $*            $*             $*
*                                   *           $*            $*             $*             $*            $*             $*
*                                   *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*

*                         *                     $*            $*             $*             $*            $*             $*

*                         *         *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*

*                         *         *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*
                                    *           $*            $*             $*             $*            $*             $*

                                 --------- ------------- -------------- -------------- ------------- -------------- -------------
</TABLE>

* These platinum values are subject to the same platinum adjustment as called
out in Section IV, Paragraph G of this agreement.