Rule 24b-2 Confidential Treatment
                                                     Brackets Indicate Omissions
                                                                    EXHIBIT 10.9

                              DEVELOPMENT AGREEMENT

         THIS AGREEMENT made as of September 24, 1990, by and between
CarboMedics, Inc., a Texas corporation, having a place of business at 1300-B
East Anderson Lane, Austin, Texas 78752 (hereinafter referred to as "CMI"), and
Helix BioCore, Inc., 3905 Annapolis Lane, Minneapolis, Minnesota 55447
("Helix").

         WHEREAS, under license agreement of even date herewith (the "License
Agreement"), CMI has granted a license to Helix to use and sell a certain
embodiment of a bileaflet mechanical cardiac valve prosthesis (hereinafter
referred to as the "Valve") which is claimed under United States patent
4,692,165 (the "Licensed Product") and

         WHEREAS CMI manufactures and sells Pyrolite coated components for
mechanical cardiac valve protheses using CMI's proprietary technology, which
includes all knowledge and information relating to inventions, methods, systems,
devices, processes, trade secrets and other confidential information used in the
design, fabrication, inspection and testing of prosthetic heart valve components
incorporating CMI's proprietary carbon materials Pyrolite and Biolite and other
proprietary substrate materials (hereinafter referred to as "CMI's Proprietary
Technology") and

         WHEREAS Helix desires to complete design development and clinical
trials and have the Valve approved and manufactured for commercial production in
the U.S. and international markets and

         WHEREAS CMI desires to manufacture mechanical heart valve components
for the Valve and to undertake such work on a "best efforts" basis, all upon the
terms and conditions set forth in the OEM supply contract of even date herewith
between CMI and Helix (the "Supply Contract") and

         WHEREAS the research and development required to develop manufacturing
processes for a mechanical cardiac valve prothesis and bring it to commercial
market is expensive and the consideration agreed to in this Agreement is not, in
itself, sufficient to induce CMI to enter into this Agreement and

         WHEREAS CMI is unwilling to incur the expense of such research and
development without the additional consideration of a long-term supply contract
to manufacture components for the Valve in commercial quantities and

         WHEREAS, under an option agreement of even date herewith, CMI has given
Helix an option to license certain technology on the terms stated in such option
agreement (the "Option Agreement") and

         WHEREAS the parties acknowledge and agree that the Supply Contract is
partial consideration for the completion of the research and development project
outlined in this Agreement,

         NOW, THEREFORE, in consideration of the premises and in reliance upon
the mutual covenants and agreements hereinafter set forth, the parties agree as
follows:

         1. Purposes of Agreement. The purpose of this Agreement is to establish
a program to complete the design and testing of the Valve, (the "Program") so
that commercial distribution can begin.

         2. The Program.

                  2.1 Scope of the Program. In consideration of the Supply
         Agreement and Helix's payments in accordance with and subject to the
         terms of Section 3 hereof, the parties agree that:

                  a. As promptly as possible after the execution hereof, CMI and
                  Helix will begin joint development and fabrication of a sewing
                  cuff for the Valve.

                  b. CMI will perform preliminary tests of prototype Pyrolite
                  components. Helix may, at its option, observe such tests. CMI
                  will report the results of the tests to Helix. Helix will make
                  such changes in the design as it deems necessary or desirable.
                  CMI will cooperate with Helix in making changes necessary to
                  facilitate manufacture of the design. Helix will have the sole
                  right and responsibility to approve the design which is
                  finally adopted.

                  c. CMI will provide Helix with Valve components in the
                  quantities and sizes identified on Exhibit A, attached to and
                  made part of this Agreement. Any Valve components manufactured
                  in the course of the Program in excess of the quantities set
                  out on Exhibit B will be supplied to Helix under the terms of
                  the Supply Agreement before the beginning of the First
                  Contract Year as that term is defined in the Supply Contract.

                  d. CMI will perform or cause to be performed with respect to
                  the Valve components all accelerated wear testing and animal
                  implants required by the United States Food and Drug
                  administration ("FDA") under the guidelines in effect at the
                  initiation of the Program and in accordance with GMP and GLP
                  regulations.

                  e. Helix will provide CMI with a complete set of drawings for
                  components for the Valve. CMI will provide drafting services
                  to aid Helix in the preparation of such drawings.

                  f. Helix will have the responsibility for obtaining all
                  approvals required by the FDA. CMI will provide information to
                  the FDA in the areas of its expertise as required by the FDA.

                  g. CMI will provide Helix with access to and information
                  regarding CMI's final inspection procedures for the
                  components.

                  h. Helix will be solely responsible for (i) manufacturing the
                  sewing cuff except as set forth in Section l(e) of the Supply
                  Contract, (ii) final assembly of all components, (iii)
                  sterilization and packaging of the Valve, (iv) design and
                  fabrication of the auxiliary instrumentation and (v)
                  preparation of all labels including instructions for use.

                  2.2 Program Schedule. Work on the Program will be scheduled
         for completion as set forth in the schedule in Exhibit B attached to
         and made part of this Agreement (the "Program Schedule"). CMI will use
         its best efforts to meet the deadlines set forth in the Program
         Schedule but does not guaranty that such deadlines can be met because
         the Program Schedule assumes that there are no unforeseen technical
         difficulties and that all current assumptions related to the design of
         the Valve are proven correct. The Program Schedule does not allow for
         redesigns or reiteration of any step. For purposes of this section, and
         section 3 below, and section 17.1 below the term "unforeseen technical
         difficulties" will include but not be limited to material-related
         difficulties; failure in any FDA or CMI-recommended test; and
         process-related events that prevent CMI from meeting the final
         specifications.

         3. Program Price. In consideration of the work to be performed under
this Agreement, Helix will pay CMI $2.39 million. Such sum will be payable in
the installments set out on Exhibit B. The first installment will be due upon
signing this Agreement. Each remaining installment will be due and payable
before CMI begins the applicable activity. This price is based upon the
assumption that the Program will proceed without encountering delays caused by
unforeseen technical problems and without changes to the drawings and/or
specifications. The parties agree that if such delays or changes occur, Helix
will bear the reasonable cost of such delays or changes as additional charges to
be paid before correction of the delay or problem is attempted by CMI, with
Helix's approval.

         4. Periodic Reports.

                  4.1 Progress Reports. Within 15 business days after the end of
         every second calendar month, CMI will submit to Helix a written status
         report detailing CMI's efforts during the two preceding months and the
         results thereof. CMI will also submit to Helix CMI's best estimate of
         the tasks to be accomplished during the next two calendar months.

                  4.2 Progress Reviews. The parties will undertake joint
         progress reviews as indicated in Exhibit B and at such other times as
         may be mutually agreed to at CMI's facility.

         5. Changes in Specifications. During the term of this Agreement Helix
will have the right, exercisable at any time or from time to time, to make any
changes(s) in the drawings or specifications. Helix acknowledges that any such
change may affect the costs or schedule or both.

         6. Proprietary Rights; Inventions. Helix agrees that any invention,
discovery or improvement, patentable or not, that is related to CMI's
Proprietary Technology and is created, conceived or reduced to practice in the
performance of this Agreement by CMI will be the exclusive property of CMI.

         7. Tooling and Fixtures. All tooling and fixtures which are designed
and built using funds provided by Helix will be the exclusive property of CMI.
Upon completion of the Program and commencement of production of components for
Helix, CMI will deliver to Helix, free of charge, the two wear testers used in
the development process.

         8. Confidentiality and Proprietary Rights.

                  8.1 General. All knowledge and information which either party
         may acquire from the other pursuant to the terms of this Agreement
         respecting inventions, methods, systems, devices, processes,
         improvements, trade secrets and other private matters (hereinafter
         referred to as the "Information"), will for all time and for all
         purposes be regarded as strictly confidential and held in trust solely
         for the benefit and use of the party disclosing such Information, and
         it is agreed that the use or public disclosure of any such Information
         by the party receiving it would be wrongful and would cause irreparable
         injury to the disclosing party.

                  8.2 Confidential Information of CMI. Without limiting the
         generality of subsection 8.1 above, all CMI's information, inventions,
         improvements, drawings, special tooling, fixtures, data, manufacturing
         techniques, processes and research and development relating to the
         manufacture, inspection and testing of the components will be the sole
         property of CMI.

                  8.3 Confidential Information of Helix. Without limiting the
         generality of Section 8.1 above, all Helix's proprietary information,
         inventions, improvements, drawings, technology, research and
         development and other rights of Helix in prosthetic cardiac components
         and devices will be the sole property of Helix. Helix will acquire no
         interest in CMI's Proprietary Technology, or in the manufacturing
         tolerances or other related information as a result of the execution
         and performance of this Agreement.

                  8.4 Procedures for Maintaining Confidentiality. Each party
         agrees to maintain the confidentiality of any Information and to that
         end agrees as follows:

                  (a)      Not to make any use whatsoever of any Information
                           except for the purpose for which it is supplied,
                           either for itself or any other person, firm or
                           corporation;

                  (b)      Not to reveal any Information to third parties,
                           without the prior written approval of the disclosing
                           party except that CMI may reveal such Information to
                           third parties who are bound by confidentiality
                           agreements to the extent such parties need to know
                           the Information to provide services required by CMI
                           pursuant to this Agreement or the Supply Contract;

                  (c)      To keep all Information strictly secret and
                           confidential and to that end, without limiting the
                           generality of the foregoing, to cause all written
                           materials relating to or containing any Information
                           to be plainly marked to indicate the secret and
                           confidential nature thereof, and to prevent
                           unauthorized use or reproduction thereof;

                  (d)      To maintain such Information in controlled files
                           accessible only to authorized personnel;

                  (e)      To limit access to said Information to those of its
                           employees who are cleared for access to restricted
                           areas within each party's facilities, which employees
                           shall first have executed a confidentiality agreement
                           which requires, among other things, that such
                           employee will maintain the secrecy of all
                           confidential information which such employee may
                           obtain in the course of employment;

                  (f)      In the event the receiving party receives a request
                           to disclose all or any part of the Information under
                           the terms of a valid and effective subpoena or order
                           issued by a court of competent jurisdiction, the
                           receiving party agrees to (i) notify immediately the
                           disclosing party of the existence, terms and
                           circumstances surrounding such request; (ii) consult
                           with the disclosing party on the advisability of
                           taking legally available steps to resist or narrow
                           such request, and (iii) if disclosure of such
                           Information is required, exercise its best efforts to
                           obtain an order or other reliable assurance that
                           confidential treatment will be accorded to such
                           portion of the Information as must be produced or
                           disclosed.

                  8.5 Exceptions. The foregoing restrictions will not apply to
         any information which is (i) known to the receiving party prior to
         receipt thereof from the disclosing party as evidenced by such
         receiving party's written records kept in the ordinary course of its
         business, or (ii) of public knowledge without breach by the receiving
         party of its obligations hereunder, or (iii) rightfully received by the
         receiving party from a third party without restriction on disclosure or
         use, or (iv) disclosed by the disclosing party to a third party without
         restriction on disclosure or use, or (v) independently developed by
         personnel of the receiving party who have not had access to or
         knowledge of the contents of the disclosing party's disclosure, or (vi)
         disclosed after receiving the written consent therefor of an authorized
         officer of the disclosing party; provided that in each event, the
         receiving party can demonstrate same to the reasonable satisfaction of
         the disclosing party.

         9. Excusable Delay or Failure to Perform. Neither party will be liable
for a delay in performance of or failure to perform an obligation under this
Agreement (except an obligation to make payment promptly when due), if and to
the extent such delay or failure is attributable to any cause beyond the
reasonable control of such party to prevent. Such causes may include, but are
not limited to act of God, act of government, war or related actions, civil
insurrection, riot, sabotage, strike, epidemic, fire, flood, windstorm, or a
failure of suppliers, subcontractors or carriers, or inability to obtain
required materials or qualified labor, which are reasonably beyond the control
of the defaulting party to prevent. The party affected will give prompt notice
of the cause to the other party, and will resume performance with reasonable
diligence upon cessation of the cause of the delay or failure.

         10. CMI's Representations and Warranties.

                  10.1 Performance of Obligations. CMI hereby represents and
         warrants to Helix that CMI will faithfully perform all of the
         obligations, covenants and agreements on its part to be performed as
         set forth in this Agreement within the time limitations imposed with
         respect to such obligations.

                  10.2 Disclaimer of Warranties. The parties acknowledge and
         agree that components manufactured under this Agreement will be for
         development purposes only and not manufactured in commercial
         quantities. Therefore CMI makes no warranty of any kind. CMI EXPRESSLY
         DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
         SUCH COMPONENTS, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF
         FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.

         11. Helix's Representations and Warranties. Helix will faithfully and
fully perform all of the obligations, covenants and agreements on its part to be
performed as set forth in this Agreement within the time limitations imposed
with respect to such obligations.

         12. Use of Information Developed by Helix. The design, engineering,
research, technology and the like which may be developed solely by Helix in
connection with its continuing improvement of existing designs or development of
new designs for the Valve will belong exclusively to Helix and may be
incorporated in Helix's future specifications.

         13. Helix's Covenants.

                  13.1 Non-Liability of CMI.

                           (a) Limitation on CMI's Responsibility. Under no
                  circumstances will CMI be liable or responsible for direct,
                  incidental, consequential and/or special damages arising out
                  of any breach of this Agreement or out of the use or
                  implantation of prostheses employing components supplied
                  hereunder including, but not limited to, damage to property of
                  Helix or of other persons, or for injury to or death of any
                  person.

                           (b) Helix's Responsibility. CMI will have no control
                  over the uses to which the components will be devoted, or over
                  the circumstances of their use, storage, handling,
                  distribution or application. Helix will assume full
                  responsibility with respect to the use of any Component or
                  information furnished by CMI hereunder, and it is mutually
                  agreed that CMI assumes no liabilities of any kind with
                  respect to the use by Helix or any third party of such
                  components or information.

                           (c) Hold Harmless. If Helix undertakes to supply the
                  components in any form to others, it does so in its own
                  discretion and upon its own judgment as to risk. Helix agrees,
                  at its own expense, to defend, indemnify and hold harmless CMI
                  from and against any and all claims, suits, actions, damages,
                  costs, losses, and expenses (including but not limited to
                  court costs, attorney's fees and all other expenses of
                  litigation) for injury to or death of any person, or for
                  damage to any property, arising from or out of or in
                  connection with the design, manufacture, sale, implantation or
                  use of any Component supplied under this Agreement, regardless
                  of whether such injury, death or damage are caused in whole or
                  in part by the negligence of CMI or whether CMI is held
                  strictly liable for such injury, death or damage. It is the
                  express intention of the parties hereto, both CMI and Helix,
                  that the indemnity obligations and liabilities assumed by
                  Helix in this paragraph be without monetary limit and without
                  regard to causes thereof including but not limited to any
                  failure to warn, strict liability, or the negligence of CMI,
                  its officers, agents or employees, whether the negligence be
                  sole, joint, or concurrent, active or passive.

         Helix further agrees, at its own expense, to defend, indemnify and hold
harmless CMI from and against any and all claims, suits, actions, damages,
costs, proceedings, losses and expenses (including but not limited to attorney's
fees) based on any claim that a design or design modification developed by
Helix, alone or with CMI, infringes a patent of another.

         CMI will, at its own expense, defend, indemnify and hold Helix harmless
from and against any and all claims, suits, actions, damages, costs,
proceedings, losses and expenses (including but not limited to attorney's fees)
based on any claim that CMI's manufacturing processes or the materials used in
the fabrication or coating of the components infringe the patent of any third
party.

                  (d) Product Liability Insurance. Helix and/or its successor
         and assigns will maintain general liability insurance, written on an
         occurrence basis, during the term of this Agreement in the minimum
         amount of $5 million. Said insurance must be obtained by Helix before
         any Valve components suitable for human implant will be delivered by
         CMI to Helix. The product liability insurance so maintained will be
         written by an insurance carrier acceptable to CMI, include CMI as an
         additional insured, and contain an endorsement to provide CMI with at
         least 30 days prior written notice of any cancellation, non-renewal, or
         coverage reduction. This insurance coverage will survive termination of
         this Agreement and will, in any event, provide coverage during the
         period any components supplied by CMI under the terms of this Agreement
         remain implanted in any living patient. CMI may demand evidence of
         coverage at any time during the term of this Agreement and during the
         period Helix is required to maintain coverage thereafter. In the event
         Helix fails to provide CMI with evidence of the product liability
         insurance required to be maintained pursuant to the provisions of this
         paragraph and the failure continues for 10 business days following
         Helix's receipt of a notice advising Helix of its failure to provide
         such evidence, then at any time thereafter during the pendency of such
         failure, CMI will have the option in its sole discretion to purchase
         the insurance required herein and bill Helix for the entire cost of
         such insurance or to terminate this Agreement.

                  13.2 Patent Infringement. Helix will in no manner infringe any
         patent or claim to patent held or asserted by CMI except the patent
         pertaining to the Licensed Product but only to the extent permitted in
         the License Agreement.

                  13.3 Use of Information Developed by CMI. The procedures,
         methodology, processes, techniques and the like which may be developed
         or learned by CMI relating to the use of CMI's Proprietary Technology
         in connection with its manufacture of components for Helix will belong
         exclusively to CMI and may be incorporated in CMI's general
         manufacturing operations. The tolerances and other information relating
         to CMI's Proprietary Technology developed by CMI and incorporated in
         the drawings developed by CMI for the manufacture of the components for
         the Valve will remain the exclusive confidential and proprietary
         property of CMI. All claims in the patent pertaining to the Licensed
         Product remain the sole and exclusive property of CMI except to the
         extent licensed to Helix under the License Agreement.

         14. Infringement. Should any action be commenced alleging that the
claims in the patent pertaining to the Licensed Product infringe the claims of
any Letters Patent or that the patent is invalid, each party will have the
rights and obligations set out in the License Agreement.

         15. Term and Termination.

                  15.1 Term. The term of this Agreement will commence on the
         date first written above and will continue in effect until completion
         of the Program.

                  15.2 Termination by Helix. Notwithstanding the foregoing,
         Helix will have the right to terminate this Agreement on 30 days prior
         written notice to CMI, subject to the survival of all confidentiality
         and indemnification provisions, and of all monetary obligations for
         work, services, and equipment previously performed or contracted by CMI
         under the Development Agreement.

                  15.3 Termination by CMI. Each payment pursuant to Section 3 of
         this Agreement is due and payable before CMI begins the activity for
         which payment is allocated. If Helix fails to make any such payment and
         such failure continues for 30 days after the date of CMI's invoice for
         such payment, then CMI may terminate this Agreement immediately upon
         written notice. If any other payment to CMI is in arrears for 15 days
         after the due date, or if Helix defaults in performing any of the other
         provisions of this Agreement and such default continues for a period of
         30 days, or if Helix is adjudicated bankrupt or becomes insolvent, or
         enters into a composition with creditors, or if a receiver is
         appointed, then CMI will have the right to terminate this Agreement
         immediately upon written notice to Helix.

         16. Relationship of Parties. The relationship between CMI and Helix as
established by this Agreement is that of independent contractors. As such,
subject to the provisions of this Agreement, CMI and Helix each will conduct
their respective business at their own initiative, responsibility and expense,
and each will have no authority to incur any obligation on behalf of the other.

         17. Miscellaneous.

                  17.1 Assignment. Helix will have the right to assign its
         rights or delegate its obligations under this Agreement, either in
         whole or in part to any company controlling, controlled by or under
         common control with Helix or succeeding to the entire business of
         Helix. Assignment of rights and obligations by Helix is contingent upon
         the successor's agreement in writing to CMI to continue the development
         project for the Licensed Product per this Development Agreement and
         specifically as it pertains to the work and payment schedules set forth
         in Exhibit B. It is the intent of Helix and CMI, barring any unforeseen
         technical difficulties, the development project will proceed in a
         rapid, continuous manner to successfully develop the Licensed Product.
         Failure of the successor to Helix to reaffirm this intent in writing
         will constitute a default under this Agreement. CMI may freely assign
         this Agreement to any entity controlling, controlled by or under co on
         control with CMI or to a successor of the entire business of CMI.

                  17.2 Choice of Law. This Agreement has been entered into in
         Travis County, Texas, and will be deemed made under the laws of the
         State of Texas and for all purposes will be governed by, enforced under
         and construed in accordance with the laws of said state, without regard
         to principles of conflicts of law. In the event that any action is ever
         commenced by CMI or Helix with respect to matters which are the subject
         of this Agreement, Helix covenants and agrees to commence such action
         only within the State of Texas if it is the plaintiff. Helix agrees and
         hereby does submit to the jurisdiction of the State of Texas in the
         event that it is the defendant in any such action and hereby
         constitutes and appoints the Secretary of State for the State of Texas
         as its agent for service of process in connection with the bringing of
         any such litigation by CMI.

                  17.3 Setoffs. CMI reserves the right to set off any amounts it
         owes Helix against any amounts Helix owes it.

                  17.4 Waiver and Delay. No delay or omission by any party in
         enforcing any of the terms or conditions of this Agreement will be
         construed as a waiver thereof, and no waiver of any conditions, breach
         or default will be construed or determined to be a waiver of any other
         or subsequent conditions, breach or default or a bar to the enforcement
         of such terms and conditions on any future occasion.

                  17.5 Notices. All notices required or permitted hereunder,
         will be effective upon their receipt and will be given in writing and
         delivered in person or by certified or registered mail, postage
         prepaid, addressed to the attention of the president of each respective
         company at the respective address first above written or such other
         address as may be given by notice.

                  17.6 Severability. Whenever possible, each provision of this
         Agreement will be interpreted in such a manner as to be effective and
         valid under the applicable law, but if such provision is or becomes
         invalid or unenforceable under such law, then such provision will be
         reformed in order to conform to applicable law. If such reformation is
         not possible, then such provision will be ineffective only to the
         extent of such unenforceability or invalidity, and the remainder of the
         Agreement will continue to be binding and in full force and effect.

                  17.7 Merger. This Agreement, together with the License, Supply
         and Option Agreements, constitutes the entire understanding of the
         parties with respect to this subject matter and supersedes all prior
         agreements, understandings, discussions, and communication between the
         parties respecting such subject matter. No modification of this
         Agreement will be effective unless made in writing and signed by a duly
         authorized officer of each party.

                  17.8 Benefit. This Agreement will be binding upon and will
         inure to the benefit of the parties, their legal representatives,
         successors and assigns, provided that the provisions with respect to
         assignment and delegation are fully complied with.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

HELIX BIOCORE, INC.                 CARBOMEDICS, INC.


By:/S/ M.A. Villafana                       By: /S/ Terry Marlatt      

Title: CEO                                     Terry Marlatt, President

Printed Name: M.A. Villafana


                       GMP DEVELOPMENT VALVE COMPONENT SET



[*]





                                    EXHIBIT A
-----------------
[*]      Denotes confidential information omitted pursuant to Rule 24b-2 of the
         Securities and Exchange Act of 1934, as amended. The Securities and
         Exchange Commission granted the company's confidential treatment
         request in connection with this information.


                          PROGRAM AND PAYMENT SCHEDULE



[*]





                                    EXHIBIT B
-----------------
[*]      Denotes confidential information omitted pursuant to Rule 24b-2 of the
         Securities and Exchange Act of 1934, as amended. The Securities and
         Exchange Commission granted the company's confidential treatment
         request in connection with this information.