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                                                                    Exhibit 10.1

                                  AMENDMENT 11
                                     TO THE
                        SUPPLY AND DISTRIBUTION AGREEMENT
                                     BETWEEN
                             ICU MEDICAL SALES, INC.
                                       AND
                               ABBOTT LABORATORIES

         This Amendment 11 (this "AMENDMENT"), effective this 14th day of
January, 2004 (the "Effective Date") is made to the Supply and Distribution
Agreement dated April 3, 1995, as amended by Amendment 1 dated September 9,
1997, Amendment 2 dated November 13, 1997, Amendment 3 dated January 9, 1998,
Amendment 4 undated, unnumbered Amendment dated November 27, 1998, Amendment 5
dated January 14, 1999, Amendment 6 dated July 16, 1999, Amendment 7 dated
January 1, 2000, Amendment 8 dated February 27, 2001, Amendment 9 dated August
7, 2001 and Amendment 10 dated December 31, 2001 between ICU Medical, Inc.
("ICU") and Abbott Laboratories ("Abbott") for the purchase and sales of certain
Products (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              deemed superseded hereby.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.   TERM. The text of Section 14 of the Agreement shall be deleted in
              its entirety and shall be replaced by the following:

                  "This Agreement shall be effective on the Effective Date and,
                  unless terminated in accordance with Section 15, shall expire
                  on December 31, 2014."

         4.   ADDITION OF PRODUCTS. Section 1 of the Agreement shall amended by
              inserting the following:

                  1.6.6 The 1o2 Valve product and all modifications or
                  extensions thereof.

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                  1.6.7 The Lopez Valve product and all modifications or
                  extensions thereof.

                  1.6.8 ICU agrees to timely notify Abbott of improvements to
                  any Products and to notify Abbott of any new needle safe I.V.
                  administration set connector, and give Abbott the ability to
                  purchase such products upon initial introduction by ICU into
                  the market if the parties agree on contractual terms.

         5.   PURCHASE AND SALE; EXCLUSIVITY. Sections 3.3 through 3.13 of the
              Agreement shall be deleted in their entirety and shall be replaced
              with the following:

                  3.3  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. ICU
                       grants to Abbott the non-exclusive right to market, sell
                       and distribute all Products to all customers other than
                       Abbott Full Line IV Contract Accounts in the United
                       States and Canada.

                  3.4  Notwithstanding the exclusive rights granted to Abbott in
                       Section 3.3, ICU shall have the right to sell Products
                       for inclusion in or on medical kits and trays that may be
                       sold into Abbott Full Line IV Contract Accounts in the
                       United States.

                  3.5  ICU additionally grants to Abbott the exclusive right to
                       market, sell and distribute all Products to all customers
                       in all countries set forth on Exhibit 3.5 attached
                       hereto. ICU grants to Abbott the non-exclusive right to
                       market, sell and distribute all Products to all customers
                       in all countries outside the United States and Canada
                       that are not set forth on Exhibit 3.5; 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 3.5.

                  3.6  ICU shall use its best efforts to obtain and enforce
                       agreements with other entities to whom it sells Products
                       to honor the exclusive rights granted to Abbott
                       hereunder. Such best efforts shall not require that ICU
                       terminate its agreements with entities that refuse to
                       honor such exclusive rights.

                  3.7  As a condition to maintaining the exclusive rights
                       granted to Abbott under Sections 3.3 and 3.5, Abbott will
                       continue to promote Products supplied by ICU and shall
                       not substitute connectors from third party sources.
                       Abbott shall use reasonable commercial efforts to achieve
                       sales growth in connectors supplied by ICU. In any
                       country that ICU deems that Abbott has not complied with
                       its obligations under this Section 3.7, ICU shall notify
                       Abbott and the parties shall meet to discuss such deemed
                       failure. ICU's sole remedy with respect to any failure by
                       Abbott under this Section 3.7 shall be that, upon request
                       of ICU, the distribution arrangement shall be converted
                       to non-exclusive, on a country-by-country basis in any
                       country in which any failure has occurred.

                  3.8  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."

         6.   PRICING.

                  a.    A new Section 6.5(b) shall be added to the Agreement as
                        follows.

                        "The prices for the 1o2 Valve and the Lopez Valve shall
                        be as set forth in Exhibit 6.5(b). Revenue sharing, as
                        described in Sections 6.2, 6.3, 6.4 and the first
                        sentence of paragraph 6.6 shall not be applicable to the
                        1o2 Valve and the Lopez Valve Products."

                  b.    A new Exhibit 6.5(b) shall be added to the Agreement
                        which shall read as set forth on Exhibit 6.5(B) attached
                        hereto.

         7.   ASSIGNMENT. Section 24 of the Agreement shall be amended by adding
              the following language to the end of the existing text:



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                  "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."

         8.   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.

         9.   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 11]


         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