Manufacturing Supply Agreement
                                     between
                               SeaMED Corporation
                                       and
                               Novoste Corporation
                                 April 21, 1998


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                         Manufacturing Supply Agreement

                                LIST OF EXHIBITS

              Exhibit A               Products, Pricing & Lead-time

              Exhibit B-1             Pre-Production Pricing Formula

              Exhibit B-2             Production Pricing Formula


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                                SUPPLY AGREEMENT

This Basic Order Agreement and all attachments (called the "Agreement") is made
by Novoste Corporation ( "Buyer" ) its principal place of business at 4350-C
International Boulevard, Norcross, GA 30093 and SeaMED Corporation,
("Contractor") its principal place of business at 14500 N.E. 87th Street,
Redmond, Washington 98052. This Agreement sets forth the mutual understanding by
which the Buyer and the Contractor will conduct business for the life of this
Agreement.

Whereas, the Contractor has the facilities and expertise to manufacture, test,
service and distribute electronic devices.

Whereas, Buyer desires to engage the services and the facilities of Contractor
for the production and ongoing maintenance of an electronic device known as the
Alpha IV (hereinafter "Product") and other related electronic assemblies as may
be specified in the future;

In return for the exclusive authorization to build the Buyer's product both
parties agree as follows:

I.    DEFINITIONS

      A.    "Medical Device Reporting" ("MDR") shall be defined as any event
            which is required to be reported to the FDA in accordance with 21
            CFR Part 803.

      B.    "Certificate of Compliance" shall be defined as Contractor's
            notification that the Product (including subassemblies for service)
            conforms to all established qualification criteria agreed to between
            both the Contractor and Buyer.

      C.    "Buyer's Equipment" shall be defined as capital equipment such as
            production molds, fixtures or testing equipment purchased for and
            charged to the Buyer specifically to manufacture and test the
            Product.

      D.    "Product Complaint" shall be defined in accordance with the relevant
            sections of the CGMP / QSR and EN46001 regulations.

      E.    "Pre-production Product" shall be defined as the fabrication of
            products in the manufacturing area under CGMP / QSR and EN46001
            control using pre-production released documentation.

II.   GENERAL TERMS AND CONDITIONS

      A.    This Agreement is a supply agreement whereby the Buyer agrees to
            purchase all of its requirements for the term shown from the
            contractor; it does not obligate Buyer to purchase any specific
            quantity but only establishes the terms and conditions for such
            purchases if they occur. All such quantities will be specified on
            Buyer's Purchase Orders, issued under the provision of this
            Agreement and incorporated herein by reference.

      B.    If any term of this Agreement conflicts with any term of an issued
            Purchase Order, this Agreement shall take precedence. Any terms or
            conditions in the Purchase Order not covered under this agreement
            must be specified on the front of purchase orders and must be
            mutually and explicitly agreed to by both the Buyer and Contractor.


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      C.    Buyer may add products to the list of "Products" available for
            purchase hereunder by adding such products to a Purchase Order that
            is accepted by Contractor. Such added products shall be deemed
            "Products" as defined herein as though listed in Exhibit A,
            (Products, Pricing and Lead-time), at the time of executing this
            Agreement. The price for which such added products shall be
            available for purchase under this Agreement shall be as stated on
            such accepted Purchase Orders(s), subject to the provisions of this
            Agreement. The Buyer shall amend Exhibit A to reflect the added
            Products and relevant pricing.

      D.    Payment - Payment for any shipment of product is due thirty (30)
            calendar days subsequent to the date of invoice for such shipment.
            Unless otherwise specified or required by law, all prices will be
            quoted and billed exclusive of federal, state, or local excise,
            sales, or other similar taxes. Such taxes, where applicable, will
            appear as additional terms on invoices.

III.  PURCHASE ORDERS

      A.    The term "Purchase Order" shall mean Buyer's written Purchase Order
            form and any documents incorporated therein by reference.

      B.    Acceptance by Contractor is limited to the provisions of the
            Agreement and the Purchase Order. No additional or different
            provisions proposed by Buyer shall apply and are hereby rejected. In
            addition, the parties agree that this Agreement and issued Purchase
            Orders constitute a Contract for the Sale of Goods and satisfy all
            statutory and legal formalities of a contract.

IV.   PURCHASE TERM

      A.    The term during which Buyer may issue Purchase Orders for Product
            under this Agreement ("Purchase Term") will begin on April 20, 1998
            and end three (3) years after the date of the sale and shipment of
            the first production unit from Contractor to Buyer. Production units
            shall be defined as units which are released and manufactured to
            Revision A level drawings by the Contractor. This Agreement governs
            Purchase Orders issued by Buyer during the Purchase Term and any
            extension so long as Buyer has requested that the Product be
            delivered within two (2) months beyond the end of the Purchase Term
            or any extension.

      B.    The Purchase Term will be extended automatically for one (1) year
            increments after the initial three (3) year term. Written notice not
            to extend the Agreement by either party is to be provided three (3)
            months in advance of completion of current Agreement term or
            extension.

V.    PRODUCT PRICING

      A.    PREPRODUCTION PRICING will be conducted on an actual time and
            material basis and will include gross margin. Refer to Exhibit B-1
            for SeaMED's pricing formula. Refer to the Norse Project Plan for
            pricing targets.

      B.    PRODUCTION PRICING

            (i)   Initial production pricing will be established within one (1)
                  month from completion of the pre-production units and
                  acceptance of a Final Design Review or Production Readiness
                  Review. Labor and Material costs determined from
                  pre-production and the pricing formula in Exhibit B-2 will be
                  utilized to establish the initial selling price An initial
                  review of costs and adjustments to selling price based on
                  changes in material and labor costs will occur after a first
                  review at three months and on an annual basis thereafter.
                  (Contractor agrees to open books to Buyer for verification of
                  material and labor costs.) Rates will be fixed for one (1)
                  year from the completion of pre-production units. Refer to the
                  Norse Project Plan for pricing targets.


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            (ii)  Prices include all charges such as packaging, packing, and all
                  taxes except sales, use, and other such taxes imposed upon the
                  sale or transfer of Product. Buyer shall have no liability for
                  such taxes if it has complied with statutory resale tax
                  certificate requirements. If Buyer is liable to pay these
                  taxes, they shall be specifically listed in Contractor's
                  invoice.

VI.   DELIVERY, LEAD-TIME AND FLEXIBILITY

      A.    Buyer's Purchase Orders shall state Contractor's committed delivery
            date for Product. TIME AND RATE OF DELIVERY ARE OF THE ESSENCE OF
            ALL PURCHASES MADE UNDER THIS AGREEMENT. The minimum agreed period
            between Buyer's issuance of a Purchase Order and the scheduled
            delivery date ("Lead-time") shall be as stated in Exhibit A.
            Contractor will use reasonable efforts to supply Product in
            accordance with Buyer's required ship dates. Shipment delays
            requested by Buyer or due to Buyer supplied materials, design
            changes, software or other factors under the primary control of the
            Buyer may result in an inventory deposit from Buyer to Contractor.

      B.    All shipments shall be F.O.B. Origin, with title passing to Buyer at
            time of final approval at Contractor's facility. Buyer shall select
            the carrier and shall pay transportation charges.

      C.    Buyer may require that shipments of Product under this Agreement be
            shipped by Contractor to various destinations. The Purchase Order
            issued by the Buyer will clearly specify the "SHIP TO" location for
            each Product.

      D.    Buyer and Contractor recognize that each program is unique and will
            require program specific ordering parameters. These parameters are
            mutually agreed to after the bill of material is finalized and
            production quantities are provided to the Contractor in the form of
            a purchase order or delivery forecast. The following parameters
            offer a typical scenario where the Buyer may, without cost or
            liability, increase or decrease the order quantity by mutual
            agreement. Contractor will use reasonable efforts to meet Buyer's
            scheduling needs.

                                    Order Parameters
             -------------------------------------------------------------------
             0 to 3 Months    Firm PO's, Schedule unchangeable
             -------------------------------------------------------------------
             4 to 6 Months    Firm PO's. May move up to 30% of scheduled
                              deliveries on PO's out 30 days without penalty, or
                              in 30 days depending on material availability.
             -------------------------------------------------------------------
             7 to 12          May move up to 40% of scheduled deliveries on PO's
             Months           out 60 days without penalty, or in 60 days
                              depending on material availability. Delivery
                              slides >60 days will require an inventory deposit.
             -------------------------------------------------------------------

      E.    During the Pre-Production phase the Contractor will order materials
            in sufficient quantities to meet the requirements of the Engineering
            Project Plan and initial pre-production schedule. The Contractor
            will typically order critical materials and sub-assemblies at a rate
            of 110% of demand.

      F.    Buyer plans to purchase < > Products in calendar year 1998 as
            follows:

                        Quantity    Target Delivery
                        --------    ---------------

                           < >            July
                           < >            August
                           < >            September
                           < >            October
                           < >            November


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      Based on the long lead times of some components used in the manufacture of
      the Product (i.e., 26 weeks for some PC Board level components), if Buyer
      plans to place any additional orders beyond the initial order quantity of
      < > Products, Buyer should provide Contractor with written authorization
      to procure long lead components. Contractor will periodically provide
      Buyer with an updated list of long lead components to assist in
      determining Product lead times. Should Buyer provide a forecast for
      additional Products, Contractor will request written authorization from
      Buyer to procure long lead materials, determine economic order quantity
      buys of components or unique parts, and lot size Printed Circuit Board
      Assemblies on a quarterly basis.

      G.    EXCESS AND OBSOLETE MATERIALS

            (i)   During the performance of this supply Agreement, Contractor
                  will purchase materials to support the requirements of the
                  Buyers program. Certain materials which Contractor will
                  acquire will be subject to minimum-buy requirements and
                  quantity price breaks which may result in excess material
                  accumulation which will be the responsibility of the Buyer
                  provided that Buyer has approved such purchases. Additionally,
                  design changes may cause materials to become obsolete.
                  Obsolete materials due to a design change will be returned to
                  suppliers when possible. Non-returnable inventory will be
                  charged and delivered to the Buyer.

            (ii)  During the performance of this supply agreement, Contractor
                  will provide the Buyer with periodic updates of the status and
                  amount of excess or obsolete material.

            (iii) Contractor will use its best effort to minimize the impact of
                  excess material and/or obsolete materials on Buyer's program.
                  Contractor will return materials to suppliers for credit, less
                  restocking fees, when appropriate. However, final costs
                  associated with the accumulation of excess and obsolete
                  materials are chargeable and payable by the Buyer. Any excess
                  or obsolete inventories will be charged to the Buyer at
                  Contractor's cost plus 20% material burden, but without
                  profit. Disposition of excess or obsolete materials will be
                  coordinated with the Buyer to minimize the impact of cost to
                  the Buyer where possible. Buyer's targeted maximum
                  obsolescence budget is $50,000 maximum.

VII.  WARRANTY

      A.    LIMITED WARRANTY

            (i)   Contractor warrants for twelve (12) months from date of
                  shipment to Buyer's customer from Buyer's facility that all
                  Product shall be free from defects in material and
                  workmanship, and shall conform to applicable specifications,
                  drawings, samples and descriptions referred to in this
                  Agreement, (provided shipment to Buyer's customer from Buyer's
                  facility occurs within three months from date of invoice to
                  the Buyer and the unit has only been subject to receiving and
                  inspection at Buyer's facility). Contractor warrants it has
                  the right to convey the Product and that the Product is free
                  of all liens and encumbrances.

            (ii)  Contractor shall correct such Product at its facility. At
                  Buyer's option, Contractor shall complete an assessment of the
                  returned product, (typically within five (5) days of receipt),
                  and repair or replace all defective Product (typically within
                  fifteen (15) days of receipt) unless otherwise specified. Turn
                  around times will vary depending on the complexity of the
                  product. Inbound freight will be the responsibility of the
                  Buyer. Contractor agrees to pay return freight to the customer
                  and method of shipment will be consistent with the method of
                  inbound freight to the Contractor. Contractor will pay for
                  inbound freight for any new units delivered dead on arrival
                  (DOA) to Buyer or Buyer's customer. DOA is defined as any
                  product that does not perform substantially in compliance with
                  the applicable specifications upon receipt by Buyer or Buyer's
                  Customer.

            (iii) Buyer warrants that the shipment of the Product is lawful
                  under the FDC Act and that the Buyer holds all necessary
                  marketing clearance and approvals from the FDA.


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      B.    NON-WARRANTY

            (i)   Repair services outside the scope of the warranties described
                  in this Section VII shall be provided by the Contractor and/or
                  the Buyer pursuant to a Repair and Service Agreement to be
                  negotiated in good faith by the parties and signed within a
                  reasonable time following execution of this Agreement.

      C.    SUPPLY OF REPLACEMENT PARTS

            (i)   Contractor agrees to provide Buyer, upon request, Buyer's
                  requirements of replacement parts or a designee of the Buyer
                  to: (a) provide non-warranty repair services to Buyer's
                  customers, should Contractor not provide such repairs, and (b)
                  provide warranty repair services at authorized third party
                  service centers world-wide selected by the Buyer with
                  Contractor's consent. Buyer shall pay for such replacement
                  parts consistent with Contractor's current spares pricing
                  methodology, plus freight and shipping charges actually
                  incurred by the Contractor. The cost of replacement parts
                  required pursuant to (A) above, including freight and shipping
                  charges, shall be at the Contractor's expense as part of its
                  warranty services. No third party repairs would occur without
                  mutual consent of Contractor and Buyer.

            (ii)  Contractor warrants that for a period of time beginning on the
                  date of delivery to the Buyer or the Buyer's designee of any
                  replacement parts provided pursuant to this Section A, Limited
                  Warranty, and continuing thereafter for ninety (90) days
                  following delivery of such replacement parts to the Buyer's
                  Customer (but in no event to exceed six (6) months from the
                  date of delivery of such replacement parts to the Buyer), each
                  such part shall be free from defects in material and
                  workmanship. In the event any replacement part provided
                  pursuant to this Section does not conform with the above, the
                  Buyer or, at the Buyer's option, the Buyer's designee shall
                  return such replacement part to the Contractor, and the
                  Contractor shall, within seven (7) days following the receipt
                  (dependent on material availability), promptly repair or
                  replace such replacement part without charge and refund to the
                  Buyer or the Buyer's designee freight paid by the Buyer or the
                  Buyer's designee for the original and return shipment, such
                  freight cost not to exceed the then current surface rate,
                  freight charge charged by United Postal Service ("UPS") or, if
                  such UPS freight charge is not readily available, the rate
                  charged by a shipping company similar to UPS.

VIII. CONFIDENTIAL INFORMATION AND ADVERTISING

      A.    Contractor and Buyer shall each maintain as confidential any
            specifications, drawings, blueprints, data, business information,
            trade secrets, manufacturing processes, or other confidential
            information which Contractor or Buyer learns or acquires by virtue
            of this Agreement, except that Contractor or Buyer may disclose
            Confidential Information pursuant to the order or requirement of a
            court, administrative agency or other governmental body. Buyer or
            Contractor must notify the other party in writing of the need for
            such disclosure and take all steps possible to assure that a
            protective order exists prior to disclosure. Contractor and Buyer
            further agrees to protect the "Confidential Information" against
            disclosure to unauthorized persons.

      B.    Contractor may disclose confidential information to Contractor's
            employees who have a need to know and a legal duty to protect such
            confidential information. At Buyer's written request Contractor
            agrees to destroy or otherwise dispose of all confidential
            information, except as prohibited by regulatory or safety agencies.

      C.    Without Buyer's prior written consent, Contractor shall not in any
            manner disclose (except as required for financing), advertise, or
            publish the existence of this Agreement nor the terms of
            transactions under this Agreement, which shall be considered as part
            of the "Confidential Information".


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      D.    The term confidential information shall not include information
            which is in the public domain at the time of disclosure or
            afterward, except where such information becomes public due to a
            breach by the disclosing party of its obligations hereunder, nor
            shall the term confidential information in possession at the time of
            disclosure or which may be disclosed by a third party having the
            right to disclose the same.

IX.   OWNERSHIP

      A.    Specifications - Contractor acknowledges that the specifications and
            all related writings, drawing, artwork, computer assisted designs
            and similar works are and shall be the exclusive property of Buyer,
            and Buyer retains all right, title and interest, including
            copyright, relating to such material. Upon termination of this
            Agreement for any reason with the exception of breach by Buyer,
            Contractor agrees to return to Buyer all copies of the
            specifications and related materials within twenty (20) business
            days of such termination; this material shall be complete in every
            respect, as to permit an experienced manufacturer to manufacture,
            assemble, maintain and service the Product described in this
            Agreement. In the event of Breach by the Buyer, Contractor will
            return all the documentation with 20 days of resolution of any
            outstanding technical issues and payment of outstanding engineering
            or production invoices. If termination occurs prior to building the
            product, Contractor will provide a data package containing all
            information updated as of the date of termination. The material
            shall include a full drawing package in reproducible form and any
            revisions or updates, including but not limited to; GSF Autocad and
            ProE files, fabrication drawings, approved supplier list, test
            specifications, tooling specifications and drawings, manufacturing
            assembly instructions, routings, quality assurance protocols, test
            equipment, specs and drawings and engineering change notice history,
            device master files, and device history records. Transfer of
            information will be product specific not including Contractor's
            proprietary policies and procedures.

      B.    Buyer's Equipment - Contractor shall install, maintain and account
            for Buyer's Equipment at Contractor's facility or Contractor's
            subcontractor's facility. Contractor hereby acknowledges that the
            Buyer's Equipment is the sole and exclusive property of Buyer. Buyer
            shall provide identification and ownership tags (also called asset
            tags) for the Buyer's Equipment, and Contractor shall ensure that
            such tags are properly placed and maintained on all Buyer's
            Equipment. Contractor hereby covenants that, during the term of this
            Agreement.

            (i)   Contractor and any subcontractor of Contractor using Buyer's
                  Equipment shall utilize Buyer's Equipment solely for
                  manufacturing Buyer's requirements of the Product as provided
                  hereunder,

            (ii)  Contractor shall not encumber any of the Buyer's Equipment,
                  nor shall Contractor permit the Buyer's Equipment to become
                  encumbered as a result of any act or omission of Contractor or
                  a subcontractor of Contractor.

      C.    Within Twenty (20) business days following termination (with the
            exception of termination due to breach by Buyer )or expiration of
            this Agreement, Contractor agrees to properly pack and return to
            Buyer, or cause to be properly packed and returned to Buyer, F.O.B.
            point of shipment, all Buyer Equipment, the same to be shipped to
            such facility as Buyer directs at Buyer's expense.

      D.    Improvements - Contractor hereby acknowledges that improvements
            funded by the Buyer, which are unique to Buyer's program, shall be
            the sole property of Buyer, and Contractor shall provide Buyer, at
            Buyer's request and at a reasonable charge, reasonable assistance in
            securing patents for such improvements. Contractor agrees to
            promptly disclose improvements to Buyer and to execute documents
            reasonably requested by Buyer to evidence Buyer's ownership of such
            improvements. Manufacturing process improvements developed by the
            Contractor shall be the property of the Contractor.


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X.    INDEMNITY

      A.    Buyer agrees to indemnify and hold Contractor, its affiliated
            entities, and their respective officers, directors, shareholders,
            employees and agents, harmless from and against all claims, losses,
            damages, liability, costs and expenses (including, without
            limitation, attorney's fees and legal costs and disbursements)
            incurred on account of any injury to persons or property arising out
            of Buyer's negligence, reckless conduct or willful misconduct;
            provided, that Buyer's liability hereunder shall be reduced
            proportionately by the percentage of fault, if any, that may
            ultimately be assigned or imposed on Contractor by a court or
            arbitrator as a result of the Contractor's own negligence, reckless
            conduct or willful misconduct. In the event any claim is asserted or
            any suit is filed against Contractor for which Buyer is or may be
            required to indemnify Contractor under this provision, Contractor
            shall give Buyer prompt written notice of same. In the event of any
            such claim or suit against the Contractor, Contractor may at its
            option tender defense of the claim or suit to Buyer, in which case
            the Contractor shall cooperate with Buyer, at Buyer's request and
            expense, in the defense of such claim or suit, and Buyer shall have
            the sole right to defend and/or settle such a claim or suit,
            including selecting counsel of its choice. Regardless of whether or
            not Contractor tenders defense of the claim or suit to Buyer, and
            regardless of whether or not any such tender is accepted or rejected
            by Buyer, the requirement of this paragraph that Buyer fully
            indemnify Contractor remains in full force and effect.

      B.    Contractor agrees to indemnify and hold Buyer, its affiliated
            entities, and their respective officers, directors, shareholders,
            employees and agents (hereinafter "Indemnitees") harmless from and
            against all claims, losses, damages, liability, costs and expenses
            (including, without limitation, attorney's fees and legal costs and
            disbursements) incurred on account of any injury to persons or
            property arising out of the Contractor's manufacture of the product,
            provided, that Contractor's liability hereunder shall be reduced
            proportionately by the percentage of fault, if any, that may
            ultimately be assigned or imposed on Buyer by a court of law or
            arbitrator as a result of the Buyer's own negligence, reckless
            conduct or willful misconduct. In the event any claim is asserted or
            any suit is filed against Buyer for which Contractor is or may be
            required to indemnify Buyer under this provision, Buyer shall give
            Contractor prompt written notice of same. In the event of any such
            claim or suit against the Buyer, Buyer may at its option tender
            defense of the claim or suit to Contractor, in which case the Buyer
            shall cooperate with Contractor, at Contractor's request and
            expense, in the defense of such claim or suit, and Contractor shall
            have the sole right to defend and/or settle such a claim or suit,
            including selecting counsel of its choice. Regardless of whether or
            not Buyer tenders defense of the claim or suit to Contractor, and
            regardless of whether or not any such tender is accepted or rejected
            by Buyer, the requirement of this paragraph that Contractor fully
            indemnify Buyer remains in full force and effect

XI.   FORCE MAJEURE

      Neither party shall be considered to be in default in respect of any
      obligation hereunder, if failure of performance shall be due to Force
      Majeure. If either party is affected by a Force Majeure event, such party
      shall, within ten (10) days of its occurrence, give notice to the other
      party stating the nature of the event, its anticipated duration and any
      action being taken to avoid or minimize its effect. The suspension of
      performance shall be of no greater scope and no longer duration than is
      required and the non-performing party shall use reasonable efforts to
      remedy its inability to perform. Force Majeure shall mean, without
      limitation, explosion, flood, fire, war (whether declared or otherwise),
      accident, labor strike, or other labor disturbance, sabotage, acts of God,
      or acts of regulatory agencies.


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XII.  REGULATORY MATTERS

      A.    Complaints and Service Reports - Buyer shall forward to Contractor
            as required copies of customer complaints, user reports, MDR's and
            Service reports relating to the manufacture and operation of the
            Product and Contractor will cooperate fully with the Buyer in
            investigating such complaints. In the event that customer complaints
            or user reports are received by the Contractor they are to be
            forwarded to the Buyer. Upon the request of the Buyer, and at a
            charge mutually agreed upon between the parties, Contractor will,
            when appropriate, investigate any Product subject to a complaint and
            will promptly provide Buyer with a written report on such
            investigation.

      B.    Registration - Contractor hereby represents to Buyer that it shall,
            at its sole cost and expense, timely register with the FDA as a
            Contract Medical Device Manufacturer, or cause to be timely
            registered with the FDA, in accordance with the Federal Food, Drug
            and Cosmetic Act 21 CFR Part 807 as amended. Additionally, the
            Contractor represents that it is and will retain its ISO9001
            certification and maintain a quality system in compliance with
            EN46001 for the duration this Agreement.

      C.    FDA Inspection Reports - Contractor shall provide the Buyer with
            copies of any FDA Form 483 observations, follow-up warning letters
            and/or close-out reports for those portions of FDA CGMP / QSR
            compliance inspection reports relating specifically to the
            manufacture of the Product(s) for any facility where the Product(s)
            is manufactured.

      D.    Contacts - Each party shall designate an individual within their
            organization to be the primary contact regarding regulatory issues.
            Such individual can be changed by giving written notice thereof to
            the other party.

XIII. NOTICES

      A.    Any notice given under this Agreement shall be written or sent by
            telex or facsimile. Written notice shall be sent by registered mail
            or by certified mail, postage prepaid, return receipt requested. Any
            telex or facsimile notice must be followed within three (3) days by
            written notice. All notices shall be effective when first received
            at the following addresses:

            If to Contractor:                     If to Buyer:
            Steven F. Bahr                        David Gill
            Contracts Manager                     Chief Operations Officer
            SeaMED Corporation                    Novoste Corporation
            14500 NE 87th Street                  4350-C International Boulevard
            Redmond, WA  98052                    Norcross, GA   30093

            With copies to:                       with copies to:
            Vice President, Operations            John Love

            Vice  President, Regulatory           Joan MacDonald
            Affairs and Quality Assurance


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XIV.  TERMINATION

      A.    Upon any material breach of the terms and provisions herein, this
            agreement may be terminated by either party hereto if such breach is
            not corrected within sixty (60) calendar days after written notice
            to the defaulting party calling for remedy of such breach. If any
            provision of this agreement gives any party the right to terminate
            this agreement, upon the occurrence or non-occurrence of certain
            stipulated events, such termination shall be effective upon written
            notice to the other party.

      B.    In the event that this agreement is terminated, the parties agree as
            follows:

            (i)   Regardless of which party terminates the agreement, Buyer
                  shall buy from Contractor, at cost plus material handling, any
                  and all transferable parts which are in inventory or are on
                  order and non-cancelable by Contractor. Buyer shall reimburse
                  Contractor for all finished goods, work in process and raw
                  materials inventory either on hand or on order and
                  non-cancelable, purchased and/or manufactured as a result of
                  Buyer's purchase orders or approved production forecasts.
                  Contractor shall complete any work in process if so requested
                  by Buyer as if no termination notice was given.

            (ii)  If Buyer terminates this agreement, and if Buyer requests
                  Contractor's assistance in establishing an alternate source
                  for the production of the product, Contractor shall provide to
                  Buyer design details, tooling and WIP relating to the product.
                  Buyer shall be responsible for all costs associated with
                  establishing an alternate source, including but not limited to
                  copying records and transferring transferable parts to an
                  alternate source. . Buyer shall also reimburse Contractor for
                  all outstanding costs incurred and all non-cancelable
                  committed costs associated with the Limited Production Phase
                  of this agreement. Contractor shall provide a complete listing
                  of parts including traceability records. 

XV. SURVIVAL

      The provisions of this Agreement dealing with Delivery, Payment and
      Off-Set, Warranty, Confidential Information and Advertising, Intellectual
      Property Indemnity, Changes Term of Availability, U.S. Customs, Marking,
      Duty Drawback Requirements, and Compliance with Laws, shall survive
      termination or expiration of this Agreement for a period of 5 years.

XVI.  GENERAL

      A.    Only the authorized representatives of the parties may amend or
            waive provisions of this Agreement, which amendment shall only be
            effective if in writing and signed by such representatives. If
            either party fails to enforce any term of this Agreement, failure to
            enforce on that occasion shall not prevent enforcement on any other
            occasion.

      B.    As used in this Agreement, except where otherwise noted, the term
            "days" shall mean business days.

      C.    Contractor, including its agents and employees, is an independent
            contractor and not an agent or employee of Buyer. Without limiting
            the generality of the foregoing, Contractor is not authorized to
            represent or make any commitments on behalf of Buyer, and Buyer
            expressly disclaims any liability therefore.

      D.    All rights and remedies conferred by this Agreement, by any other
            instrument, or by law are cumulative and may be exercised singularly
            or concurrently. If any provision of this Agreement is held invalid
            by any law or regulation of any government or by any court, such
            invalidity shall not affect the enforceability of any other
            provisions hereof. This Agreement and any Purchase Orders issued
            hereunder shall be governed by and interpreted in accordance with
            the laws of the State of Washington.


                                                                              11
<PAGE>

      E.    Neither party shall assign this Agreement or any of their respective
            duties and obligations hereunder without the prior written consent
            of the other party: provided, however, that this Agreement must be
            assumed by any company that is the successor to all or substantially
            all of the business and property of the Contractor or Buyer.

XVII. BUSINESS REVIEWS

      A.    Buyer and Contractor shall, each at their own expense, meet
            periodically to review performance and business transacted, and to
            identify and resolve those issues which have arisen since the last
            business review meeting.

      B.    Buyer and Contractor shall furnish agenda items not later than one
            (1) week prior to scheduled business review meetings. Minutes shall
            document action items, open items, and committed dates which may be
            the result from such business review meetings, and shall be sent by
            the drafting party to the other party within ten (10) days after
            each meeting.

XVIII. INSURANCE

      A.    Contractor agrees to carry at all times, and with companies
            acceptable to Buyer, insurance of the kinds and in the amounts
            listed below:

            (i)   Worker's Compensation statutory limits in each state in which
                  Contractor is required to provide Worker's Compensation
                  coverage.

            (ii)  Comprehensive General Liability - including Contractual
                  Liability, Independent Contractor's Liability, Products and/or
                  Completed Operations Liability, and Personal Injury / Property
                  Damage Coverage's in a combined single limit of not less than
                  $2,000,000 aggregate with $1,000,000 per occurrence. In
                  addition, Umbrella Liability with a combined single limit of
                  not less than $3,000,000.

            (iii) Automobile Liability for owned, non-owned and hired vehicles
                  in a combined single limit of not less than $1,000,000.

            (iv)  Business Interruption of not less than $15,000,000.

      B.    Buyer agrees to carry at all times, and with companies acceptable to
            Contractor, insurance of the kinds and in the amounts listed below:

            (i)   Comprehensive General Liability - including Contractual
                  Liability, Independent Contractor's Liability, Products and/or
                  Completed Operations Liability, and Personal Injury / Property
                  Damage Coverage's in a combined single limit of not less than
                  $2,000,000 aggregate with $1,000,000 per occurrence.

            (ii)  Umbrella Liability a combined single limit of not less than
                  $3,000,000.


                                                                              12
<PAGE>

XIX.  LIMITATION OF LIABILITY

      Except as otherwise provided in this Agreement, neither party shall be
      liable to the other for special, indirect, incidental, consequential or
      punitive damages.

XX.   NO IMPLIED LICENSE

      The parties understand that, except as may be otherwise expressly stated
      herein, neither the Terms or Conditions of this Agreement, nor the acts of
      either party arising out of this Agreement or related to Buyer's purchase,
      use, sale, or other distribution of Product may be considered in any way
      as a grant of any license whatsoever under any of Buyer's present or
      future patents, copyrights, trademarks, trade secrets, or other
      proprietary rights, nor is any such license granted by implication,
      estoppel, or otherwise.

XXI.  APPROVALS

      IN WITNESS WHEREOF, the authorized representatives of the parties have
      executed this Agreement under seal as of the date(s) set forth below.

               SeaMED Corporation
                   Contractor                               Buyer

                       By                                     By


                  /s/ Don Rich                        /s/ David N. Gill
      -------------------------------------   ----------------------------------
                  (Signature)                            (Signature)

                    Don Rich                            David N. Gill
      -------------------------------------   ----------------------------------
                 (Printed Name)                         (Printed Name)

        Senior Vice President-Operations           Chief Financial Officer
      -------------------------------------   ----------------------------------
                    (Title)                                (Title)

                    4/21/98                                4/22/98
      -------------------------------------   ----------------------------------
                     (Date)                                 (Date)


                                                                              13
<PAGE>

                                    Exhibit A

                  Products                Pricing              Lead Time
                  --------                -------              ---------

                  Alpha IV                  TBD             12-14 wks ARO*

      *This lead time is based on Contractor's assurance that it will have
      sufficient capacity and resources to meet Buyer's requested schedule
      needs. The 12-14 week lead time excludes material availability.

      Buyer may elect to provide Contractor with a purchase order to procure
      material with lead times in excess of 10 weeks. Buyer and Contractor will
      review and re-evaluate material lead times 3 months into the initial
      production build of < > Products.


                                                                              14
<PAGE>

                                   Exhibit B-1

                         Pre-Production Pricing Formula

Pre-Production unit costs are difficult to determine prior to actually
manufacturing a product. For this reason, SeaMED Corporation bases the unit
price on a formula derived from the actual material and labor costs incurred.

The following formula is used to calculate pre-production unit price:

                              Actual Material Cost

                                        +

                                Outplant Services

                          (PCBA & Cable Assembly, etc.)

                                        +

                             Material Support Costs

                       (20% of Material & Outplant Costs)

                                        +

                     Actual Burdened Assembly Hours @ $58hr

                                        +

                       Actual Burdened Test Hours @ $58hr

                                        =

                         Total Direct Manufacturing Cost

      Total Unit Price = (Total Direct Manufacturing Cost divided by < > )

 The above calculation yields a Pre-Production Gross Margin of < > of Unit Price

o     Material Support Costs include Receiving, Receiving Inspection, Sustaining
      Engineering, Stores, Purchasing, Production Control, Facilities, QSR, and
      ISO controls. Material Support Costs are affected by the complexity of the
      product being manufactured, the volume of product ordered and frequency of
      purchase orders, and the number of unique custom mechanical parts in the
      bill of material.

o     Assembly and Test Burdened Rates are adjusted annually, and include
      salary, benefits, and a portion of the above

o     Gross margin includes Sales, General, Administrative Costs, and profit.


                                                                              15
<PAGE>

                                   Exhibit B-2

                           Production Pricing Formula

Accurate production pricing can only be established after the pre-production
effort has been completed and actual labor and material information is
available. Within one month of completion of pre-production units the following
formula will be used to establish go forward pricing.

                               Total Material Cost

                                        +

                               Out plant Services

                          (PCBA & Cable Assembly, etc.)

                                        +

                             Material Support Costs

                       (20% of Material & Outplant Costs)

                                        +

                         Burdened Assembly Hours @ $58hr

                                        +

                           Burdened Test Hours @ $58hr

                                        =

                         Total Direct Manufacturing Cost

      Total Unit Price = (Total Direct Manufacturing Cost divided by < > )

   The above calculation yields a Production Gross Margin of < > of Unit Price

o     Material includes a material yield factor.

o     Material Support Costs include Receiving, Receiving Inspection, Sustaining
      Engineering, Stores, Purchasing, Production Control, Facilities, QSR, and
      ISO controls. Material Support Costs are affected by the complexity of the
      product being manufactured, the volume of product ordered and frequency of
      purchase orders, and the number of unique custom mechanical parts in the
      bill of material.

o     Assembly and Test Burdened Rates are adjusted annually, and include
      salary, benefits, and a portion of the above.

o     Gross margin includes Sales, General, Administrative Costs, and Profit.


                                                                              16