<PAGE>   1
                                                                   EXHIBIT 10.48

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


                   SUPPLY, LICENSE AND DISTRIBUTION AGREEMENT

        This Supply, License and Distribution Agreement (the "AGREEMENT") is
entered into as of March 27, 2000, between INNERDYNE, INC., a Delaware
corporation with principal offices at 1244 Reamwood Avenue, Sunnyvale, CA 94089
("INNERDYNE"), phone: 408/745-6010, fax: 408/745-6570, and MAXXIM MEDICAL, INC.,
a Delaware corporation, with principal offices at 10300 - 49th Street North,
Clearwater, Florida 33762 ("MAXXIM"), phone 727/561-2100, fax: 727/572-8840.

                                    RECITALS

        WHEREAS, Maxxim is in the business of developing, manufacturing and
marketing interventional cardiology, radiology and neurology medical devices;
and

        WHEREAS, InnerDyne is in the business of developing and manufacturing
interventional cardiology, radiology and neurology access devices using radially
expanding dilation technology ("R.E.D. Technology"); and

        WHEREAS, InnerDyne has developed certain technologies including radially
expandable/dilatable access devices ("InnerDyne Devices") as part of its R.E.D.
Technology; and

        WHEREAS, Maxxim desires to potentially use the InnerDyne Devices with
other components to create a system useful for percutaneous vascular access (the
"System"); and

        WHEREAS, Maxxim desires to purchase InnerDyne Devices from InnerDyne;
and

        WHEREAS, InnerDyne desires to supply InnerDyne Devices to Maxxim

        NOW THEREFORE, in consideration of the mutual promises contained herein,
the parties agree as follows:

        1.      DEFINITIONS

                (a) "EFFECTIVE DATE" shall mean [***] if InnerDyne has received
                    510(k) approval for Filing No. K992668 for the InnerDyne
                    Devices discussed herein, and, if not, then the first day of
                    the month following InnerDyne's receipt of a marketing
                    clearance with respect to U.S. Food and Drug Administration
                    510(k) filing No. K992668. Such Effective Date shall be
                    confirmed in writing by the parties hereto once determined.

                (b) "INNERDYNE DEVICES" shall mean those InnerDyne devices
                    listed in Exhibit "A" attached hereto.

                (c) "SYSTEM" shall mean Maxxim's combination of an InnerDyne
                    Device and a Maxxim Product for use in the Permitted Fields.

                (d) "MAXXIM PRODUCTS" shall mean those Maxxim products chosen by
                    Maxxim, in its sole and absolute discretion, to be sold in
                    conjunction with the InnerDyne Devices.


[***] Confidential material redacted and filed separately with the Commission.


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                    Maxxim shall be under no obligation to continue the
                    production of any Maxxim Product.

                (e) "PERMITTED FIELDS" shall mean interventional cardiology,
                    radiology, neurology and critical care.

                (f) "TERRITORY" shall mean the United States and Central and
                    South America including the East and West Caribbean.

                (g) "ADDITIONAL TERRITORY" shall include [***].

                (h) "AFFILIATE" shall mean any entity that directly or
                    indirectly Owns, is Owned by or is under common Ownership
                    with a Party to this Agreement, where "Own" or "Ownership"
                    means direct or indirect possession of greater than fifty
                    percent (50%) of the outstanding voting stock/securities of
                    a corporation or a comparable equity interest in any other
                    type of entity.

                (i) "CHANGE OF CONTROL" shall mean a merger or acquisition of a
                    Party, or sale of all or substantially all of a Party's
                    assets.

                (j) "GOVERNMENT APPROVAL" shall mean any approvals, licenses,
                    registrations or authorizations of any domestic or
                    international, federal, state or local regulatory agency,
                    department, bureau or other government entity, necessary for
                    the use, marketing, sale or distribution of the InnerDyne
                    Device in the Territory including but not limited to 510(k)
                    approvals.

                (k) "PURCHASE PRICE" shall mean the purchase price to be paid by
                    Maxxim for the InnerDyne Devices from InnerDyne.

                (l) "SPECIFICATIONS" shall mean the specifications for the
                    InnerDyne Device as provided hereto as Exhibit "A", which
                    shall include, as an attachment, the FDA 510K Filing No.
                    K992668, the terms and conditions of which shall be
                    incorporated into Exhibit A and all of which shall be
                    included in the Specifications.


        2.     APPOINTMENT AND AUTHORITY OF MAXXIM

               (a) Appointment; License Grant. Subject to the terms and
                   conditions set forth herein, InnerDyne hereby appoints Maxxim
                   as InnerDyne's exclusive distributor for, and grants an
                   exclusive license to Maxxim under its intellectual property
                   rights to market and sell, the InnerDyne Devices individually
                   or in combination with Maxxim Products as part of a System
                   for use in the Permitted Fields throughout the Territory, and
                   Maxxim hereby accepts such appointment and grant. During the
                   Term of this Agreement, InnerDyne shall not appoint any other
                   distributor with responsibility for, or grant any other
                   license with respect to the marketing and sale of the
                   InnerDyne Devices in the Territory for use in the Permitted
                   Fields.

               (b) Independent Contractors. The relationship of InnerDyne
                   and Maxxim established by this Agreement is that of
                   independent contractors, and nothing contained in this
                   Agreement shall be construed to create any kind of agency,
                   joint venture or other type

[***] Confidential material redacted and filed separately with the Commission.
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                    of relationship or to give either party the power to direct
                    and control the day-to-day activities of the other or allow
                    one party to create or assume any obligation on behalf of
                    the other for any purpose whatsoever. All financial
                    obligations associated with Maxxim's business are the sole
                    responsibility of Maxxim. All financial obligations
                    associated with InnerDyne's business are the sole
                    responsibility of InnerDyne. All sales and other agreements
                    between Maxxim and Maxxim's customers are Maxxim's exclusive
                    responsibility and shall have no effect on Maxxim's
                    obligations under this Agreement.

               (c) Limited Rights. The rights granted to Maxxim hereunder
                   are solely marketing and distribution rights with respect to
                   the InnerDyne Devices, or the combination of InnerDyne
                   Devices with Maxxim Products as part of a System, for use in
                   the Permitted Fields throughout the Territory. Maxxim shall
                   have no rights, express or implied, to make, modify, use or
                   distribute the InnerDyne Devices other than as expressly
                   allowed by this Agreement, and InnerDyne expressly retains
                   all such rights. Maxxim shall retain all rights to the
                   Systems developed pursuant to this Agreement.

        3.     TERMS OF PURCHASE OF INNERDYNE DEVICES BY MAXXIM

               (a) Terms and Conditions. All purchases of InnerDyne Devices
                   by Maxxim from InnerDyne during the term of this Agreement
                   shall be subject to the terms and conditions of this
                   Agreement.

               (b) Prices. All prices of InnerDyne Devices are F.O.B.
                   InnerDyne's Sunnyvale, California or Salt Lake City, Utah
                   facility (as determined solely by InnerDyne) or as otherwise
                   provided by written notice to Maxxim (the "Distribution
                   Site"). The purchase price to Maxxim for each of the
                   InnerDyne Devices (the "Purchase Price") shall be as set
                   forth in Exhibit "A" attached hereto and shall be InnerDyne's
                   sole remuneration for this Agreement. [***]

               (c) Taxes. The Purchase Price does not include any foreign,
                   federal, state or local taxes that may be applicable to the
                   InnerDyne Devices. In the event that such taxes are
                   applicable and InnerDyne has the legal obligations to collect
                   such taxes, InnerDyne shall be entitled to add to Maxxim's
                   invoice the amount of such taxes and Maxxim shall pay such
                   amount unless Maxxim provides InnerDyne with a valid tax
                   exemption certificate authorized by the appropriate taxing
                   authority.

               (d) Order and Acceptance. All orders for InnerDyne Devices
                   submitted by Maxxim shall be initiated by written purchase
                   orders sent to InnerDyne and requesting a delivery date
                   during the term of this Agreement; provided, however, that an
                   order may initially be placed orally or by telecopy if a
                   confirmational written purchase order is received by
                   InnerDyne within five (5) days after said oral or telecopy
                   order. To facilitate InnerDyne's production scheduling,
                   Maxxim shall submit purchase orders to InnerDyne at least
                   thirty (30) days prior to the first day of the requested
                   month of


[***] Confidential material redacted and filed separately with the Commission.


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                  delivery. InnerDyne shall deliver InnerDyne Devices within 15
                  days of the times specified in Maxxim's purchase order.

              (e) Terms of Purchase Orders. Maxxim's purchase orders submitted
                  to InnerDyne from time to time with respect to InnerDyne
                  Devices to be purchased hereunder shall be governed by the
                  terms of this Agreement. Nothing contained in any purchase
                  order of Maxxim shall in any way modify the terms of this
                  agreement or add any additional terms or conditions.

              (f) Payment. Full payment of the Purchase Price for the InnerDyne
                  Devices (including any freight or taxes) shall be in United
                  States of America dollars. All exchange, interest, banking,
                  collection, and other charges shall be at Maxxim's expense.
                  Payment terms shall be net thirty (30) days, and payment shall
                  be made by check or other instrument approved by InnerDyne. If
                  Maxxim fails to make any payment to InnerDyne when due,
                  InnerDyne shall notify Maxxim in writing and provide Maxxim
                  with fifteen (15) additional days from receipt of such notice
                  to make payment. In the event that payment is not made within
                  such period, any invoiced amount not paid following the
                  fifteen (15) day period described above shall be subject to a
                  service charge at the lower of the rate of one and one-half
                  percent (1.5%) per month or the maximum rate permitted by law.
                  Provided, however, that Maxxim shall be entitled to withhold
                  payment for any orders which are the subject of a legitimate
                  dispute for which Maxxim has notified InnerDyne, but only with
                  respect to products to which the disputed invoice relates.
                  This in no way relieves Maxxim of its obligations to pay for
                  such disputed orders or other orders under this agreement.

              (g) Shipping. InnerDyne shall be responsible to ensure that all
                  InnerDyne Devices delivered pursuant to the terms of this
                  Agreement shall be packaged bulk, non-sterile, suitably packed
                  for air freight shipment in InnerDyne's standard shipping
                  cartons, marked for shipment at InnerDyne's manufacturing
                  plant to Maxxim's address as designated by Maxxim, and
                  delivered to Maxxim or Maxxim's carrier agent F.O.B.
                  Distribution Site, at which time title to such InnerDyne
                  Devices and risk of loss shall pass to Maxxim. In the event
                  Maxxim does not provide written notice of their carrier agent,
                  InnerDyne shall select the carrier. All freight, insurance and
                  other shipping expenses, as well as any special packing
                  expense, shall be paid by Maxxim. Maxxim shall also bear all
                  applicable taxes, duties, and similar charges that may be
                  assessed against the InnerDyne Devices after delivery to the
                  carrier at InnerDyne's Distribution Site unless such
                  additional charges arise from InnerDyne's failure to properly
                  pack or package the InnerDyne Devices.

              (h) Obligations to Supply and Purchase. InnerDyne shall allocate
                  sufficient resources, capital equipment, materials, tools and
                  labor to enable it to timely supply the InnerDyne Devices
                  required by Maxxim pursuant to its properly placed purchase
                  orders. For so long as InnerDyne continues to meet its supply
                  obligations hereunder during the Term hereof, Maxxim shall
                  have no right to manufacture, or have manufactured, InnerDyne
                  Devices, and Maxxim shall purchase its full requirements of
                  such InnerDyne Devices solely from InnerDyne.

              (i) Manufacturing Practices. All InnerDyne Devices shall be
                  manufactured in accordance with applicable current QSR
                  standards promulgated by the FDA and shall be CE Mark
                  certifiable. The InnerDyne Devices shall be manufactured in a
                  facility registered with

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                   and approved for such purpose by the FDA . InnerDyne shall,
                   at its sole cost and expense, obtain the approval for U.S.
                   Food and Drug Administration 510(K) filing No. K992668, which
                   shall be incorporated in the Specifications listed on Exhibit
                   A. InnerDyne shall not implement any change in the
                   manufacturing process relating to the InnerDyne Device which
                   would significantly, materially and/or adversely affect the
                   quality or character of the InnerDyne Devices, or which would
                   affect regulatory clearance, without Maxxim's prior written
                   approval. Maxxim and its agents shall have the right to
                   conduct audits during the terms of this Agreement upon
                   reasonable notice at InnerDyne's manufacturing facilities to
                   verify InnerDyne's compliance with such QSR and other
                   regulatory regulations; provided, however, that such audits
                   shall not occur more than once in each quarter of a twelve
                   (12) month period without InnerDyne's prior approval. In the
                   event of significant manufacturing problems, product
                   complaints, quality control problems or other problems
                   affecting the quality of supply of InnerDyne Devices, the
                   frequency of such audits may be increased upon reasonable
                   notice to InnerDyne. Further, Maxxim shall conduct an audit
                   prior to the Effective Date for the purpose of becoming
                   familiar with the quality control and other procedures at the
                   facility.

        4.     WARRANTY FOR INNERDYNE DEVICES.

              (a)  InnerDyne Warranty. InnerDyne warrants that the InnerDyne
                   Devices shall conform to the Specifications in the attached
                   Exhibit "A", shall be free from defects in all respects and
                   shall adhere to the quality standards of the FDA.

              (b) Rejection of InnerDyne Devices. Maxxim shall inspect all
                  InnerDyne Devices promptly upon receipt thereof and may reject
                  any product that fails in any material way or, in Maxxim's
                  judgment, in any significant way, to meet the Specifications
                  set forth in Exhibit "A". Any device not properly rejected
                  within a reasonable period of time following Maxxim becoming
                  aware of such failure (the "Rejection Period") shall be deemed
                  accepted; provided, however, that with respect to any latent
                  defects or defects which do not meet the Specifications and
                  which may not have been noticeable upon initial inspection,
                  Maxxim shall have twenty (20) days from the time Maxxim
                  notices such failure to reject such Device. Further provided
                  that to the extent that such failure is not discovered until
                  received by one of Maxxim's customers, Maxxim may still reject
                  such Products for a full refund or replacement within a
                  reasonable period of time following receipt by Maxxim of
                  notice from the customer. As promptly as possible but no later
                  than thirty (30) working days after receipt of properly
                  rejected InnerDyne Devices, InnerDyne shall, at its option and
                  expense, replace the InnerDyne Devices that do not meet
                  specifications. InnerDyne shall pay all shipping charges for
                  the rejected products to be sent by Maxxim to InnerDyne and
                  for the replacement products to be sent back to Maxxim.
                  Further, in the event of a recall due solely to the failure of
                  InnerDyne Devices to meet the Specifications, InnerDyne shall
                  accept the return for a full refund of all affected InnerDyne
                  Devices and shall reimburse Maxxim up to, and not to exceed,
                  [***] of the refund to reimburse Maxxim for their reasonable
                  expenses associated with the recall.

              (c) No Other Warranty. OTHER THAN AS EXPRESSED HEREIN,
                  INNERDYNE GRANTS NO OTHER WARRANTIES FOR THE INNERDYNE
                  DEVICES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION
                  OF LAW, BY

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                   STATUTE OR OTHERWISE, AND INNERDYNE SPECIFICALLY DISCLAIMS
                   ANY IMPLIED WARRANTY OF MERCHANTABILITY AND WARRANTY OF
                   FITNESS FOR A PARTICULAR PURPOSE.

               (d) Limitation of Liability. INNERDYNE'S LIABILITY WITH
                   RESPECT TO THE REJECTED INNERDYNE DEVICES SHALL BE LIMITED TO
                   A REFUND OF THE AMOUNT PAID FOR THE INNERDYNE DEVICES. IN NO
                   EVENT SHALL INNERDYNE BE LIABLE FOR COSTS OF PROCUREMENT OF
                   SUBSTITUTE GOODS BY ANYONE. IN NO EVENT SHALL INNERDYNE BE
                   LIABLE TO MAXXIM OR ANY OTHER ENTITY FOR ANY SPECIAL,
                   CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER
                   CAUSED, ON ANY THEORY OF LIABILITY OR BREACH OF WARRANTY,
                   WHETHER OR NOT INNERDYNE HAS BEEN ADVISED ON THE POSSIBILITY
                   OF SUCH DAMAGE.

               (e) Insurance. InnerDyne shall at all times during the
                   Initial Term and any Renewal Term, and for a period of five
                   (5) years thereafter, maintain in full force and effect, at
                   InnerDyne's sole cost and expense, a general liability
                   insurance policy, product liability, and property damage
                   insurance for claims that might arise regarding the InnerDyne
                   Devices. Such insurance will contain a minimum combined
                   single limit of liability for bodily injury and property
                   damage in amounts not less than $3,000,000.00 per occurrence
                   and $3,000,00.00 in the aggregate. InnerDyne shall provide
                   Maxxim within fifteen (15) days following the Effective Date,
                   an insurance certificate indicating the foregoing coverage by
                   an insurance company licensed to do business in the relevant
                   states and signed by an authorized agent.

        5.     ADDITIONAL OBLIGATIONS OF MAXXIM MEDICAL

               (a) Laws and Government Approvals. Maxxim shall comply fully,
                   at its expense, with any and all applicable health and safety
                   laws, regulations and obtain any necessary FDA and Government
                   Approvals, if required, for the sale of the InnerDyne Devices
                   in the Territory.

               (b) Purchase Commitment. Maxxim hereby agrees to purchase
                   from InnerDyne during the [***] following the Effective Date
                   (the "[***] Purchase Commitment") the applicable number of
                   InnerDyne Devices set forth on Exhibit "B". Maxxim's [***]
                   Purchase Commitment shall be wholly conditioned upon
                   InnerDyne's ability to supply the InnerDyne Devices to enable
                   Maxxim to meet such commitments. In the event InnerDyne fails
                   to supply sufficient quantities of InnerDyne Devices in
                   conformity with the Specifications to allow Maxxim to meet
                   their [***] Purchase Commitments, Maxxim shall be released
                   from all such [***] Purchase Commitments.

               (c) Representations. Maxxim shall not knowingly make any false
                   or misleading representations to customers or others
                   regarding InnerDyne or the InnerDyne Devices. Maxxim and its
                   employees and agents shall not make any representations,
                   warranties or guarantees with respect to the specifications,
                   features or capabilities of the InnerDyne Devices that are
                   not consistent with InnerDyne's representations, warranties
                   and guarantees, regulatory filing documentation or this
                   Agreement, including InnerDyne's standard limited warranty
                   and disclaimers.



[***] Confidential material redacted and filed separately with the Commission.


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        6.    TERM AND TERMINATION

             (a) Term. This Agreement shall commence on the Effective Date and
                 continue in full force and effect for a fixed term of [***]
                 from such date (the "Initial Term"), unless terminated earlier
                 under the provisions of this Section 6. Unless terminated
                 earlier, this Agreement shall be, at Maxxim's option, renewed
                 for [***] (the "Renewal Term") upon expiration of the Initial
                 Term, provided, however, that Maxxim, at its sole option, may
                 elect not to renew the Agreement for the Renewal Term upon no
                 less than ninety (90) days notice prior to the end of the
                 current Term to InnerDyne. In the event Maxxim elects to renew
                 this agreement, the [***] Purchase Commitments under the
                 renewal agreement shall in no event be less than [***] of the
                 immediately preceding [***] Minimum Purchase Commitments,
                 unless agreed to in writing by both parties.

             (b) Termination for Cause. If either party defaults in the
                 performance of any material provision of this Agreement, then
                 the non-defaulting party may give written notice to the
                 defaulting party that if the default is not cured within thirty
                 (30) days the Agreement will be terminated. If the
                 non-defaulting party gives such notice and the default is not
                 cured or if reasonable measures have not been taken by such
                 party to cure the default, during such thirty (30) day period,
                 then the Agreement shall automatically terminate at the end of
                 that period.

             (c) Termination upon a Change in Control. In the event that
                 InnerDyne undergoes a Change in Control, as defined herein,
                 which results in a majority ownership, directly or indirectly,
                 of InnerDyne by a direct competitor of Maxxim, Maxxim shall
                 have the right, in its sole and absolute discretion, to
                 terminate this Agreement immediately upon the occurrence of the
                 Change in Control. Upon such termination, Maxxim shall have no
                 further obligations hereunder except for those payment
                 obligations accrued prior to the date of termination. Maxxim
                 agrees to provide, within 30 days of the effective date of this
                 agreement, a list of their current direct competitors.

             (d) Limitation on Liability. In the event of termination by either
                 party in accordance with any of the provisions of this
                 Agreement, neither party shall be liable to the other for
                 indirect, consequential, punitive, special, exemplary or
                 incidental damages arising out of this Agreement. Termination
                 shall not, however, relieve either party of obligations
                 incurred prior to the termination.

             (e) Survival of Certain Terms. The provisions of Sections 4, 6(d),
                 7(a), 7(b), 7(c), 7(d), 8(a), 9, 10, and 11 shall survive the
                 termination of this Agreement for any reason for the time
                 period specified therein, and if not specified, for an
                 indefinite period. All other rights and obligations of the
                 parties shall cease upon termination of this Agreement.

        7.    PROPERTY RIGHTS AND CONFIDENTIALITY

             (a) Property Rights of InnerDyne. Maxxim agrees that InnerDyne owns
                 all right, title, and interest in and to all of InnerDyne's
                 patents, trademarks, trade names, inventions, copyrights,
                 know-how, and trade secrets relating to the design,
                 manufacture, operation or service of the InnerDyne Devices. The
                 use by Maxxim of any of these property rights is authorized
                 only for the purposes herein set forth, and upon termination of
                 this


[***] Confidential material redacted and filed separately with the Commission.


<PAGE>   8


                  Agreement for any reason such authorization shall cease.
                  Provided, however, that in the event that, upon termination,
                  Maxxim has an inventory of InnerDyne Devices, Maxxim shall be
                  permitted to sell the products in inventory and shall possess
                  the property rights to properly sell such products until the
                  inventory is depleted.

             (b)  Property Rights of Maxxim. InnerDyne agrees that Maxxim owns
                  and shall own all right, title, and interest in and to any
                  Maxxim Products and the Systems developed by Maxxim as
                  discussed herein and to all patents, trademarks, trade names,
                  inventions, copyrights, designs, know-how and trade secrets
                  relating to the Maxxim Products and the Systems, except solely
                  with respect to the InnerDyne Devices individually.

             (c)  Sale Conveys no Right to Manufacture or Copy. The InnerDyne
                  Devices are offered for sale and are sold by InnerDyne subject
                  in every case to the condition that such sale does not convey
                  any license, expressly or by implication, to manufacture,
                  duplicate or otherwise copy or reproduce any of the InnerDyne
                  Devices. Maxxim shall take appropriate steps with Maxxim's
                  customers, as InnerDyne may reasonably request, to inform them
                  of the restrictions contained in this Subsection 7(c). This
                  provision shall survive termination for a period of five (5)
                  years.

             (d)  Confidentiality.

                  (i) Each party acknowledges that by reason of its relationship
                      to the other hereunder, it will have access to certain
                      proprietary information and materials concerning the other
                      party's business, plans, customers, technology, and
                      InnerDyne Devices, which information is designated as
                      confidential when conveyed orally, in writing or through
                      other tangible materials (the "Confidential Information").
                      Each party agrees that it will not use in any way for its
                      own account or the account of any third party (except for
                      the purpose of performing its obligations under this
                      Agreement), nor disclose to any third party, any such
                      Confidential Information revealed to it by the other party
                      without the express written consent of the disclosing
                      party except as required by applicable law, rule,
                      regulation or legal process. The parties further agree to
                      use the same degree of care concerning Confidential
                      Information as it uses to protect its own confidential and
                      proprietary technical information to prevent the
                      unauthorized disclosure to any third party of the
                      Confidential Information received from the disclosing
                      party hereunder. The parties agree that they shall acquire
                      no rights with respect to Confidential Information of the
                      other party received hereunder. The parties agree that the
                      Confidential Information received by a disclosing party
                      hereunder shall not be disclosed to any third party or any
                      employee, officer or director of the receiving party,
                      except to those employees, officers and directors whose
                      responsibilities require such disclosure for purposes of
                      performing the parties' obligations under this Agreement;
                      provided that such employees, officers, and directors have
                      entered into confidentiality agreements with provisions
                      substantially similar to those set forth in this Section
                      7(d).

                 (ii) The obligations hereunder shall not apply to Confidential
                      Information:

                      (a) which the receiving party can demonstrate by
                          written records was known to the receiving party
                          prior the date of disclosure by the disclosing party;
                          provided that such information was not knowingly
                          obtained by the receiving

<PAGE>   9

                           party through disclosure by a third party receiving
                           such information in confidence from the disclosing
                           party;
                      (b)  which is now in the public knowledge, or becomes
                           public knowledge in the future other than by breach
                           of this Agreement by the receiving party;
                      (c)  which, as can be established by written records, is
                           independently developed by the receiving party
                           without benefit of Confidential Information received
                           from the disclosing party;
                      (d)  which is disclosed to the receiving party, after the
                           date of disclosure by the disclosing party, by a
                           third party having a right to make such disclosure;
                           or
                      (e)  which is required to be included in any filing or
                           action taken by the receiving party to obtain
                           government approval to market the InnerDyne Devices;
                           provided however, that when permitted by the
                           provisions of local laws, the receiving party shall
                           use its reasonable best efforts to protect the
                           confidentiality of such Confidential Information
                           submitted to governmental agencies or authorities
                           pursuant to this Agreement.

                (iii) Upon request following termination of this Agreement,
                      the receiving party shall either (1) return to the
                      disclosing party or (2) destroy and certify in writing as
                      to the destruction of any tangible copies of any
                      Confidential Information provided to it by the disclosing
                      party hereunder, and any notes taken by employees,
                      officers and directors of the receiving party regarding
                      the Confidential Information disclosed to it.

                (iv)  The obligations of this Section 7(c) shall (i) apply to
                      Confidential Information relating to the subject matter of
                      this Agreement disclosed prior to the execution hereof and
                      (ii) survive termination of this Agreement for any reason
                      for a period of two (2) years.

                (v)   The terms and provisions of this Section 7(c) shall
                      supersede in their entirety the terms and provisions of
                      that certain Mutual Nondisclosure Agreement, dated as of
                      February 23, 2000 between InnerDyne and Maxxim (the
                      "NDA"). The use and disclosure of any "Confidential
                      Information" (as such term is defined in the NDA) provided
                      under the NDA shall be governed hereinafter by this
                      Agreement.


        8.    TRADEMARKS AND TRADE NAMES

              (a) Use. During the term of this Agreement, Maxxim shall have the
                  right to use InnerDyne's INNERVASC trademark. Except as set
                  forth in this Section 8, nothing contained in this Agreement
                  shall grant to Maxxim any right, title or interest in
                  InnerDyne's Trademarks other than INNERVASC nor grant Maxxim
                  the right to use the InnerDyne name except as expressly
                  approved by InnerDyne. At no time during or after the Term of
                  this Agreement shall Maxxim challenge any InnerDyne
                  Trademarks.

              (b) Approval of Representations. All types of representations
                  of InnerDyne trademarks that Maxxim intends to use shall first
                  be submitted to InnerDyne for approval, which shall not be
                  unreasonably withheld, of design, color, and other details or
                  shall be exact copies of those used by InnerDyne. Once a
                  particular type of representation is

<PAGE>   10




                  approved by InnerDyne, Maxxim may continue to reproduce and
                  reuse such representation without prior approval for each use.

        9.    PATENT, COPYRIGHT, AND TRADEMARK INDEMNITY

              (a) Indemnification. Maxxim agrees that InnerDyne has the right to
                  defend, or at InnerDyne's option to settle, and InnerDyne
                  agrees, at InnerDyne's own expense, to defend or at
                  InnerDyne's option to settle, any claim, suit or proceeding
                  brought against Maxxim or Maxxim's customers on the issue of
                  infringement of any United States of America patent, copyright
                  or trademark on the InnerDyne Devices sold hereunder or the
                  use thereof, subject to the limitations hereinafter set forth.
                  Maxxim agrees to promptly notify InnerDyne of any alleged
                  infringement of patents, copyrights or trademarks, and to
                  cooperate and use reasonable efforts to assist InnerDyne in
                  any investigation, defense or settlement of such alleged
                  infringement. InnerDyne shall have sole control of any such
                  action or settlement negotiations to the extent that Maxxim is
                  not affected thereby. In all other cases, InnerDyne shall keep
                  Maxxim informed and shall consult with Maxxim as to any
                  resolution thereof.

              (b) Limitation. Notwithstanding the provisions of Subsection 9(a)
                  above, InnerDyne assumes no liability for (1) infringements
                  arising from the composition, assembly, combinations, method
                  or process by Maxxim in which any of the InnerDyne Devices may
                  be used, including as part of the Systems, but not covering
                  the InnerDyne Devices when used alone; (2) trademark
                  infringements involving any marking or branding not approved
                  by InnerDyne or involving any marking or branding created by
                  Maxxim; or (3) infringements relating solely to Maxxim's
                  modification of the InnerDyne Devices, or any part thereof,
                  unless such modification was done by InnerDyne.

              (c) Disruption. In the event that any action discussed in this
                  Section 9 prevents Maxxim from continuing to distribute the
                  InnerDyne Devices, Maxxim may return all such products for a
                  full refund.

        10.    INDEMNIFICATION

             InnerDyne and Maxxim each agree to indemnify and hold the other
             party harmless from and against any and all claims made by any
             person or entity arising out of the processing, marketing,
             distribution and sale of the InnerDyne Devices or the Systems,
             where and to the extent such damages have been caused by the
             negligent act or omission or fault of such party or its employees
             or agents or by virtue of a breach by the indemnifying party of any
             provision hereof. The indemnifying party shall have the right to
             defend or, at its option, but only upon consent of the indemnified
             party, to settle such claims, and if it chooses to exercise such
             right, it shall have control over any such claim or settlement
             negotiations subject to obtaining the prior consent of the
             indemnified party. The indemnifying party shall be relieved of the
             foregoing obligations unless the indemnified party gives prompt
             notice in writing of any such claim, suit, or proceeding and, at
             the indemnifying party's expense, gives the indemnifying party
             proper and full information and reasonable assistance to settle
             and/or defend any such claim, suit, or proceeding; provided,
             however, that without relieving the indemnifying party of its
             obligations hereunder or impairing the indemnifying party's right
             to control the defense or settlement thereof, the indemnified


<PAGE>   11





             party may elect to participate through separate counsel in the
             defense of any such claim, but the fees and expenses of such
             counsel shall be at the expense of such indemnified party unless
             (a) the employment of counsel by such indemnified party has been
             authorized in writing by the indemnifying party, (b) the
             indemnified party shall have reasonably concluded that there
             exists a material conflict of interest between the indemnifying
             party and such indemnified party in the conduct of the defense of
             such claim (in which case the indemnifying party shall not have
             the right to control the defense or settlement of such claim on
             behalf of such indemnified party) or (c) the indemnifying party
             shall not have employed counsel to assume the defense of such
             claim within reasonable time after notice of the commencement
             thereof. In each of such cases the reasonable fees and expenses
             of counsel shall be at the expense of the indemnifying party.

        11.  MISCELLANEOUS

             (a)  Governing Law and Jurisdiction. This Agreement shall be
                  governed by, and construed and interpreted in accordance with,
                  the laws of the State of Delaware, without reference to
                  conflict of law principles or statutory rules of arbitration.
                  The federal and state courts within the State of Delaware
                  shall have exclusive jurisdiction to adjudicate any dispute
                  arising out of this Agreement. InnerDyne hereby expressly
                  consents to (i) the personal jurisdiction of the federal and
                  state courts within the State of Delaware , (ii) service of
                  process being effected upon Maxxim by registered mail sent to
                  the address set forth at the beginning of this Agreement and
                  (iii) the uncontested enforcement of a final judgment from
                  such courts in any other jurisdiction wherein Maxxim or any of
                  Maxxim's assets are present.

             (b)  [***] Feasibility Study. InnerDyne agrees that Maxxim shall be
                  entitled, for a [***] period following the Effective Date to
                  conduct a market feasibility study in [***] and other areas
                  InnerDyne may agree to for the possible sale of the Systems.
                  If Maxxim so elects, the parties hereby agree to enter into
                  good faith negotiations to enter into a Supply, License and
                  Distribution agreement substantially similar to the Terms of
                  this agreement and with reasonable Minimum [***] Purchase
                  Commitments covering the Additional Territory.

             (c)  Entire Agreement. This Agreement sets forth the entire
                  Agreement and understanding of the parties relating to the
                  subject matter herein and merges all prior discussions between
                  them. No modification of or amendment to this Agreement, nor
                  any waiver of any rights under this Agreement, shall be
                  effective unless in writing signed by the party to be charged.

             (d)  Notices. Any notice required or permitted by this Agreement
                  shall be in writing and shall be sent by telex, telecopier or
                  telegram or by prepaid registered or certified mail, return
                  receipt requested, addressed to the other party at the address
                  shown at the beginning of this Agreement or at such other
                  address for which such party gives notice hereunder. Such
                  notice shall be deemed to have been given upon the earlier of
                  receipt by the party to whom notice was sent or three (3) days
                  after deposit in the mail.

             (e)  Force Majeure. Non performance of either party shall be
                  excused to the other extent that performance is rendered
                  impossible by strike, fire, flood, governmental acts or
                  orders or restrictions, failure of suppliers, or any other
                  reason where failure to perform



[***] Confidential material redacted and filed separately with the Commission.


<PAGE>   12





            is beyond the reasonable control of and is not caused by the
            negligence or fault of the non-performing party.


              (f) Assignment. Except as otherwise provided herein, neither party
                  hereunder may assign its rights or delegate its duties under
                  this Agreement without the prior written consent of the other,
                  provided, however, that each party hereunder may, without such
                  consent, assign this Agreement to any Affiliate or any
                  successor by merger or sale of substantially all of its
                  business units to which this Agreement relates. Any attempted
                  assignment or delegation in contravention of the foregoing
                  shall be void and of no effect.

              (g) Legal Expenses. The prevailing party in any legal action
                  brought by one party against the other and arising out of this
                  Agreement shall be entitled, in addition to any other rights
                  and remedies that such prevailing party may have, to
                  reimbursement for expenses incurred by such prevailing party,
                  including court costs and reasonable attorneys' fees.

              (h) Counterparts. This Agreement may be executed in two or more
                  counterparts, each of which shall be deemed an original and
                  all of which together shall constitute one instrument.

              (i) Partial Invalidity. If any provision of this Agreement is held
                  to be invalid, then the remaining provisions shall
                  nevertheless remain in full force and effect. The parties
                  agree to renegotiate in good faith any term held invalid and
                  to be bound by the mutually agreed substitute provision.

              (j) Publicity. InnerDyne and Maxxim shall agree upon the
                  publication time and date of any press release or other public
                  statement announcing this Agreement or any transaction
                  contemplated under this Agreement. Neither party shall make
                  any public statement prior to the public release of such press
                  release except as may be required by law, judicial order or
                  any listing agreement with a national securities exchange or
                  over-the-counter trading system to which InnerDyne or Maxxim
                  is a party. Except as permitted by this Section 11(j) or
                  except as required by law, judicial order or any listing
                  agreement with a national securities exchange or
                  over-the-counter trading system to which InnerDyne or Maxxim
                  is a party, neither party shall disclose the terms and
                  conditions of this Agreement unless expressly authorized to do
                  so by the other party, which authorization shall not be
                  unreasonably withheld; provided that disclosure is expressly
                  permitted by either party to its attorneys and accountants on
                  a confidential basis. Notwithstanding the foregoing, InnerDyne
                  may disclose on a confidential basis the terms and conditions
                  of this Agreement to potential underwriters in connection with
                  any proposed public offering by InnerDyne or to third parties
                  interested in merging with or acquiring or entering into a
                  corporate partner transaction with InnerDyne.

              (k) Export. Each party acknowledges that the laws and regulations
                  of the United States restrict the export and re-export of
                  commodities and technical data of United States origin. Each
                  party agrees that it will not export or re-export the
                  technical data of the other party in any form without any
                  required United States and foreign government licenses.

<PAGE>   13




IN WITNESS WHEREOF, the undersigned are duly authorized to execute this
Agreement on behalf of InnerDyne and Maxxim, as applicable.

INNERDYNE, INC.                               MAXXIM MEDICAL, INC.


      /s/ William G. Mavity                         /s/ Jack Cahill
-------------------------------------         ----------------------------------

Print Name:    WILLIAM G. MAVITY              Print Name:   JACK CAHILL
           --------------------------                    -----------------------

Title:         PRESIDENT/CEO                  Title: EVP SALES & MARKETING
     --------------------------------               ----------------------------


<PAGE>   14


                                   EXHIBIT "A"


    INNERDYNE PRODUCT DESCRIPTION, PRODUCT SPECIFICATIONS AND PURCHASE PRICE


PRODUCT DESCRIPTION:     InnerDyne's REVAS 006 (nosecone) vascular access device


MAXXIM PURCHASE PRICE:   [***]
   (U.S. DOLLARS)


PRODUCT SPECIFICATIONS:

        Sleeve Dimensions

               1      The sleeve must have a working length of 3.700" [***]".
                      (The working length is defined as the distance between the
                      distal end of the sleeve and the distal edge of the middle
                      handle of the three-piece sleeve handle.)

               2      The maximum diameter of the sleeve does not exceed
                      [***]" of the distal tip.

               3      The distal end of the sleeve must have no exposed braid
                      fibers prior to dilation.

        Nosecone Dimensions

               1      The ID of the distal tip of the nosecone must be [***]".
               2      The maximum OD of the tapered portion of the nosecone must
                      be less than [***]".
               3      The overall nosecone assembly length must be [***]".

        Dilation with a 12 F dilator

               1      The dilation of the sleeve to 12F (.158") must not cause
                      the sleeve to shorten by more than [***].
               2      The dilation of the sleeve to 12F must not cause the
                      three-piece sleeve handle to crack.
               3      The dilation of the sleeve to 12F must not cause the
                      distal tip to split resulting in braid fibers of greater
                      than [***]" being exposed.
               4      The dilation of the sleeve to 12F must not cause the
                      urethane at the distal tip of the device to stretch or
                      extend more than [***]".
               5      The dilation of the sleeve to 12 F must not cause any
                      sleeve material to come free from the device

THE 510K FILING NO. K992668 SHALL BE ATTACHED HERETO AND SHALL BE INCORPORATED
HEREIN.



[***] Confidential material redacted and filed separately with the Commission.

<PAGE>   15



                                   EXHIBIT "B"

                                      [***]





[***] Confidential material redacted and filed separately with the Commission.