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                                                                    Exhibit 10.2

                                   AMENDMENT 1
                                     TO THE
                     CO-PROMOTION AND DISTRIBUTION AGREEMENT
                                     BETWEEN
                             ICU MEDICAL SALES, INC.
                                       AND
                               ABBOTT LABORATORIES

         This Amendment 1 (this "Amendment"), effective this 14th day of
January, 2004 the "Effective Date") is made to the Co-Promotion and Distribution
Agreement dated February 27, 2001 between ICU Medical, Inc. ("ICU") and Abbott
Laboratories ("Abbott") (the "Agreement").

The parties agree to amend the Agreement as follows:

         1.   INCORPORATION OF THE AGREEMENT. All capitalized terms which are
              not defined herein shall have the same meanings as set forth in
              the Agreement, and the Agreement, to the extent not inconsistent
              with this Amendment, is incorporated herein by this reference as
              though the same was set forth in its entirety. To the extent any
              terms and provisions of the Agreement are inconsistent with the
              amendments set forth below, such terms and provisions shall be
              deemed superseded hereby. Except as specifically set forth herein,
              the Agreement shall remain in full force and effect and its
              provisions shall be binding on the parties hereto.

         2.   ACKNOWLEDGEMENT OF ASSIGNMENT. The Agreement was, effective July
              1, 2002, assigned to ICU Medical Sales, Inc. All references to ICU
              shall be deemed to be references to ICU Medical Sales, Inc.;
              provided, however, that nothing this Amendment shall be deemed to
              release ICU from any obligation or liability to Abbott under the
              Agreement.

         3.   TERRITORY. The definition of Territory set forth in Section 1.29
              of the Agreement shall be deleted in its entirety and shall be
              replaced by the following: " "Territory" shall mean all countries
              of the world."

         4.   PRODUCTS. The definition of "Product" contained in Section 1.22
              shall be deleted in its entirety and shall be replaced by the
              following:

                  "1.22 "Product" shall mean (a) SetSourceTM I.V. Sets
                  manufactured by ICU, which .SetSource I.V. Sets may include
                  proprietary products using either Party's proprietary devices
                  or features, new configurations or non-proprietary pump sets,
                  but shall not include any proprietary pump set unless and
                  until the Parties agree to include such product as a Product
                  hereunder, (b) I.V. Starter Kits and (c) Punctur-Guard Safety
                  Needle Products and any similar safety needle products.


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         5.   APPOINTMENT IN FULL LINE ACCOUNTS. The first sentence of Section
              2.1 shall be deleted in its entirety and shall be replaced by the
              following:

                  "ICU grants to Abbott the exclusive right to market, sell and
                  distribute all Products in all Abbott Full Line IV Contract
                  Accounts in the United States and Canada."

         6.   APPOINTMENT IN THE TERRITORY. The first sentence of Section 2.2
              shall be deleted in its entirety and shall be replaced by the
              following:

                  "ICU additionally grants to Abbott the exclusive right to
                  market, sell and distribute all Products to all customers in
                  all countries outside the United States and Canada set forth
                  on Exhibit 2.2 attached hereto. ICU grants to Abbott the
                  non-exclusive right to market, sell and distribute all
                  Products to all customers in all countries in the Territory
                  that are not set forth on Exhibit 2.2; it being understood and
                  agreed by the parties that ICU may also market, sell and
                  distribute Products, either directly or indirectly, in all
                  countries outside the United States and Canada that are not
                  set forth on Exhibit 2.2. I"

         7.   ADDITION OF EXHIBIT 2.2. A new Exhibit 2.2 shall be added to the
              Agreement which shall read as set forth on Exhibit 2.2 attached
              hereto.

         8.   SUBDISTRIBUTORS. A new Section 2.7 shall be added to the Agreement
              which shall read in its entirety as follows:

                  "With respect to any appointment of Abbott as a distributor
                  under this Agreement (whether the appointment is exclusive or
                  non-exclusive), Abbott shall have the express right to appoint
                  one or more sub-distributors."

         9.   TERM.

                  a.       The first sentence of Section 11.1 of the Agreement
                           shall be deleted in its entirety and shall be
                           replaced by the following: "Unless earlier
                           terminated, the term of this Agreement shall commence
                           on the Effective Date and shall expire on December
                           31, 2014."

                  b.       Section 11.2 shall be deleted in its entirety.

         10.  ASSIGNMENT. Section 12.7 of the Agreement shall be amended by
              adding the following language to the end of the existing text:

                  "Abbott intends to transfer its core hospital products
                  business to a newly formed entity ("Newco") as described in a
                  press release issued by Abbott on August 22, 2003.
                  Notwithstanding anything to the contrary contained herein,
                  Abbott shall have the right to assign all of its rights and
                  obligations hereunder to Newco or a majority-owned subsidiary
                  of Newco. If Abbott effects an assignment pursuant to the
                  previous sentence, Abbott shall relinquish all of its rights
                  and shall have no further rights or obligations hereunder.
                  Thereafter, there shall be a contractual obligation solely
                  between Newco (or a majority-owned subsidiary of Newco, as
                  applicable) and ICU for performance of the obligations
                  hereunder that were previously the obligations of Abbott."

         11.  EFFECTUATION. The amendments to the Agreement contemplated by this
              Amendment shall be deemed effective as of the date first written
              above upon the full execution of this Amendment and without any
              further action required by the parties hereto. There are no
              conditions precedent or subsequent to the effectiveness of this
              Amendment.

         12.  COUNTERPARTS. This Amendment may be executed in two or more
              counterparts, each of which shall be deemed to be an original, but
              all of which together shall constitute one and the same
              instrument. One or more counterparts of this Amendment may be
              delivered by facsimile, with the intention that delivery by such
              means shall have the same effect as delivery of an original
              counterpart thereof.



                            [SIGNATURE PAGE FOLLOWS]


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                         [SIGNATURE PAGE TO AMENDMENT 1]



         IN WITNESS WHEREOF, the parties, intending to be bound by the terms and
conditions hereof, have caused this Amendment to be signed by their duly
authorized representatives.

ABBOTT LABORATORIES                             ICU MEDICAL SALES, INC.

By: /s/ Christopher B. Begley                   By: /s/ George A. Lopez, M.D.
    -----------------------------                   ----------------------------
    Christopher B. Begley                           George A. Lopez, M.D.
    President,                                      Chief Executive Officer
    Hospital Products Division